Ex
3J
SUPPLEMENT NO. 10 dated as of April __, 2009, to
the Guarantee Agreement dated as of February 6, 2006, as
subsequently supplemented, among CRC HEALTH GROUP, INC.
(“Holdings”), CRC HEALTH CORPORATION, the Subsidiaries
of the Borrower (as defined below) identified herein and CITIBANK,
N.A., as Administrative Agent.
A. Reference
is made to the 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”), CRC Health
Corporation, a Delaware corporation (“Borrower), the
Guarantors party thereto (collectively, the
“Guarantors”), 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Credit Suisse, as Co-Documentation
Agents.
B. Capitalized
terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement and the
Guarantee Agreement referred to therein.
C. The
Guarantors have entered into the Guarantee Agreement in order to
induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit. Section 4.14 of the Guarantee
Agreement provides that additional Restricted Subsidiaries of the
Borrower may become Subsidiary Parties under the Guarantee
Agreement by execution and delivery of an instrument in the form of
this Supplement. Each of the undersigned Restricted
Subsidiaries (individually, a “ New Subsidiary ”
and collectively, the “ New Subsidiaries ”) is
executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Party under the
Guarantee Agreement in order to induce the Lenders to make
additional Loans and the L/C Issuers to issue additional
Letters of Credit and as consideration for Loans previously made
and Letters of Credit previously issued.
Accordingly, the Administrative Agent and the
New Subsidiary agree as follows:
SECTION 1. In accordance with
Section 4.14 of the Guarantee Agreement, each New Subsidiary
by its signature below becomes a Subsidiary Party (and accordingly,
becomes a Guarantor) and Gua
