RELEASE OF GUARANTEE
Exhibit 4.1h
Exhibit 4.1h
This
Release of Guarantee, dated as of July 25, 2008 (“Release”), is by and
among U.S. BANK NATIONAL ASSOCIATION, as Trustee (as defined below), CRC HEALTH
CORPORATION, a Delaware corporation (f/k/a CRC HEALTH GROUP, INC.) (the “Issuer”), ADIRONDACK
LEADERSHIP EXPEDITIONS, LLC, a Delaware limited liability company (“Adirondack”) and LONE
STAR EXPEDITIONS, INC., a Delaware corporation (“Lone Star” and,
together with Adirondack, the “Company
Guarantors”).
1. Reference to the Indenture
and the Credit Agreement Reference is made to (i) that
Indenture dated as of February 6, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Indenture”), among
CRCA Merger Corporation, a Delaware corporation, and U.S. Bank National
Association, as trustee (the “Trustee”), and after
the Mergers (as defined in the Indenture), the Issuer, and, as Guarantors, the
Guarantors listed on the signature pages thereto and (ii) that Credit Agreement
dated as of February 6, 2006 (as amended and restated as of November 17, 2006
and as subsequently amended, supplemented or otherwise modified from time to
time, the “Credit
Agreement”), among CRC Health Group, Inc., a Delaware corporation (“Holdings”), the
Issuer, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer, each Lender from time to time party thereto, JPMorgan
Chase Bank, N.A., as Syndication Agent, and Xxxxxxx Lynch, Xxxxxx, Xxxxxx &
Xxxxx Incorporated, as Documentation Agent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Indenture.
2. Certification. The
undersigned, in the capacity as the duly appointed officer of each Company
Guarantor and the Issuer, hereby certifies on behalf of each Company Guarantor
and the Issuer that (i) each Company Guarantor has been released or shall be
released simultaneously with this Release of its guarantee of Indebtedness of
the Issuer under the Credit Agreement which resulted in the obligation to
guarantee the Notes (the “Senior Release”) and
(ii) the Trustee is authorized to release the Guarantee of each Company
Guarantor pursuant to Section 10.05(a)(i)(c) of the Indenture.
3. Release. In
connection with the Senior Release, each Company Guarantor and the Issuer has
requested that the Trustee release the Guarantee of each Company Guarantor
created pursuant to Section 4.13 of the Indenture in accordance with Section
10.05(a)(i)(c) of the Indenture. The Trustee hereby releases each
such Guarantee as well as each Company Guarantor from the associated notation of
Guarantee. For the avoidance of doubt, this Release does not release
any Guarantee in respect of Issuer or any other Guarantor other than the Company
Guarantors pursuant to the Indenture.
4. General. This
Release shall be governed by and construed in accordance with the laws of the
State of New York, as applied to contracts made and performed within the State
of New York. The parties may sign multiple counterparts of this
Release. Each signed counterpart shall be deemed an original, but all
of them together represent one and the same agreement.
Each of
the undersigned has caused this Release to be executed and delivered by its duly
authorized officer as of the date first above written.
CRC
HEALTH CORPORATION
By:
Name: Xxxxx Xxxxx
Title: Chief
Financial Officer
ADIRONDACK
LEADERSHIP EXPEDITIONS, LLC
By:
Name: Xxxxx Xxxxx
Title: Chief
Financial Officer
LONE STAR
EXPEDITIONS, INC.
By:
Name: Xxxxx Xxxxx
Title: Chief Financial
Officer
The
foregoing is hereby agreed to and accepted:
U.S. Bank
National Association,
as
Trustee
By:
Name:
Title:
