CREDIT AGREEMENT Dated as of February 6, 2006 among CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION) as Borrower, CRC INTERMEDIATE HOLDINGS, INC., as Holdings CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender,...Credit Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 6, 2006, among CRC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CRC HEALTH GROUP, INC., a Delaware corporation (“Target”) (to be renamed CRC HEALTH CORPORATION) (the “Borrower”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CREDIT SUISSE, as Co-Documentation Agents.
SECURITY AGREEMENT dated as of February 6, 2006 among CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION) CRC INTERMEDIATE HOLDINGS, INC. THE SUBSIDIARIES IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentSecurity Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
SECURITY AGREEMENT dated as of February 6, 2006 among CRC INTERMEDIATE HOLDINGS, INC. (“Holdings”), CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION) (the “Borrower”), the Subsidiaries of the Borrower identified herein and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).
EXECUTIVE OPTION CERTIFICATE Optionee:Transcultural Health Develpment, Inc. • June 21st, 2006
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein.
PARTNERSHIP AGREEMENT OF CALIFORNIA TREATMENT SERVICES a California partnershipPartnership Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • California
This Partnership Agreement (hereinafter referred to as “Agreement”) is entered into and effective as of December 27, 1988, by and between California Treatment Services (B), Inc. a California corporation (hereinafter referred to as “B”), California Treatment Services (J), Inc. a California corporation (hereinafter referred to as “J”), P.A.S. Defined Benefit Pension Plan, (hereinafter referred to as “P.A.S.”), and Joyce Howerton Revocable Trust No. 1, (hereinafter referred to as “J.H.R.T. No. 1”) hereinafter collectively referred to as “Partners”.
MANAGEMENT AGREEMENTManagement Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of February 6, 2006 by and among CRCA Holdings, Inc., a Delaware corporation (“Holdings”), CRC Intermediate Holdings, Inc., a Delaware Corporation (“Intermediate Holdings”), CRCA Merger Corporation, a Delaware corporation (the “MergerCo” and, collectively with Holdings and Intermediate Holdings, the “CRC Companies”) and Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”).
ROLLOVER & SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • Delaware
This Rollover & Subscription Agreement (this “Agreement”) is made as of February 6, 2006 among CRCA Holdings, Inc., a Delaware corporation (the “Company”) and each of the investors in CRC Health Group, Inc. (the “Target”) listed on a signature page hereto as holding Rollover Options (each an “Option Investor” and, collectively, the “Option Investors” or the “Investors”).
PARTNERSHIP AGREEMENT OF SAN DIEGO TREATMENT SERVICES, INC.Partnership Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • California
This Partnership Agreement (this “Agreement”) is entered into and effective as of May 1, 1987, by and between San Diego Treatment Services (B), Inc. a California corporation (hereinafter “B”), San Diego Treatment Services (J), Inc. a California corporation (hereinafter “J”), P.A.S. Defined Benefit Pension Plan (hereinafter “P.A.S.”), and Joyce Howerton Revocable Trust No. 1 (hereinafter “J.H.R.T. No. 1”), hereinafter collectively referred to as “the Partners”.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P. A CALIFORNIA LIMITED PARTNERSHIPTranscultural Health Develpment, Inc. • June 21st, 2006 • California
THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of The Camp Recovery Centers, L.P., a California limited partnership (the “Partnership”), executed among CRC Recovery, Inc., a Delaware corporation, as General Partner and the Existing Partners, as defined herein, is amended and restated in its entirety effective as of December 15, 1998 (the “Effective Date”), by admitting the persons listed as new December 1998 Investment Limited Partners who have executed counterpart signatures pages in the forms attached as Exhibit C and otherwise restating the Agreement in its entirety as set forth herein.
PARTNERSHIP AGREEMENT OF MILWAUKEE HEALTH SERVICES SYSTEMPartnership Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • California
THIS PARTNERSHIP AGREEMENT is made by and among WESTERN CLINICAL HEALTH SERVICES, INC., a Nevada corporation, hereinafter referred to as WCHS, and CORAL HEALTH SERVICES, INC., an Indiana corporation, hereinafter referred to as CORAL, for the purpose of forming a partnership upon the terms and conditions hereinafter set forth.
CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.)Transcultural Health Develpment, Inc. • June 21st, 2006
You are party to that certain Stockholders Agreement (the “Stockholders Agreement”) among CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.) (the “Company”), CRC Intermediate Holdings, Inc., CRC Health Corporation (f/k/a CRC Health Group, Inc.) and the Investors, Other Investors and Managers named therein, dated as of the date hereof and as amended from time to time. The Company wishes to provide you with certain rights in addition to those contained in the Stockholders Agreement with respect to the determination of the Fair Market Value of your Shares in the event that the Company exercises its rights to call those Shares pursuant to Section 5 of the Stockholders Agreement. Capitalized terms used, and not defined, in this letter have the meanings provided in the Stockholders Agreement
STOCKHOLDERS AGREEMENT AMONG CRC HEALTH GROUP, INC. (F/K/A CRCA HOLDINGS, INC.), CRC INTERMEDIATE HOLDINGS, INC., CRC HEALTH CORPORATION (F/K/A CRC HEALTH GROUP, INC.) AND THE INVESTORS, OTHER INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF FEBRUARY...Stockholders Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • Delaware
SUBSTITUTE OPTION CERTIFICATE Optionee:Transcultural Health Develpment, Inc. • June 21st, 2006
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein.
AGREEMENT AND PLAN OF MERGER among CRCA HOLDINGS, INC., CRCA MERGER CORPORATION, and CRC HEALTH GROUP, INC. Dated as of October 8, 2005Agreement and Plan of Merger • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 8, 2005, among CRCA Holdings, Inc., a Delaware corporation (“Parent”), CRCA Merger Corporation, a Delaware corporation (“MergerCo”), and CRC Health Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein are defined in Article VIII.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated February 6, 2006 (this “Agreement”) is entered into by and among (i) CRCA Merger Corporation, a Delaware corporation (“Merger Sub”) and, following the Mergers (as defined below), CRC Health Corporation, a Delaware corporation (the “Company”), and the guarantors listed in Schedule I hereto (the “Guarantors”) and (ii) J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Representatives”) on behalf of the several initial purchasers named on the signature pages hereto (the “Initial Purchasers”).
STONEHEDGE CONVALESCENT CENTER LIMITED PARTNERSHIP Certificate of Limited PartnershipTranscultural Health Develpment, Inc. • June 21st, 2006
This Agreement made the 1st day of November, 1985 between Stonehedge Convalescent Center, Inc. a Massachusetts corporation having its principal place of business c/o Hamilton House, 141 Chestnut Street, Needham, Massachusetts and those persons named on Exhibit A attached hereto as limited partners, such persons together with any substitute limited partners admitted subsequently, being hereinafter called “Limited Partners”. The general partner and Limited Partners, sometimes hereinafter collectively called “Partners”, agree by execution of identical counterparts this Certificate of Limited Partnership as it may be amended from time to time, to form a Limited Partnership pursuant to the provisions of Chapter 109 of the General Laws of the Commonwealth of Massachusetts.
GUARANTEE AGREEMENT dated as of February 6, 2006, Among CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION) CRC INTERMEDIATE HOLDINGS, INC. THE SUBSIDIARIES IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentGuarantee Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • New York
GUARANTEE AGREEMENT dated as of February 6, 2006 among CRC INTERMEDIATE HOLDINGS, INC. (“Holdings”), the Subsidiaries of the Borrower (as defined below) identified herein and CITIBANK, N.A., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2006 • Transcultural Health Develpment, Inc. • California
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 6th day of February, 2006, by and between CRC Health Group, Inc., a Delaware corporation (the “Company”), CRC Health Corporation, a Delaware corporation (the “OpCo”) and Barry Karlin (“Executive”).
MANAGEMENT TIME VESTING OPTION CERTIFICATE Optionee:Transcultural Health Develpment, Inc. • June 21st, 2006
This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares and Management Incentive Shares as defined therein.
