Ex 4.1i
NINTH SUPPLEMENTAL
INDENTURE
THIS NINTH SUPPLEMENTAL INDENTURE dated as of
April ___, 2009 among CRC Health Corporation, a Delaware
corporation (the “ Company ”), the Guarantors,
Loan Holdings, LLC, a Delaware limited liability company, Loan
Administration, LLC, a Delaware limited liability company and Lone
Star Expeditions, Inc. a Delaware corporation (each, a “
New Guarantor ” and collectively, the “ New
Guarantors ”) and U.S. Bank National Association, as
trustee (the “ Trustee ”).
WHEREAS, the Company and the Guarantors have
heretofore executed and delivered to the Trustee an indenture dated
as of February 6, 2006 (the “ Indenture ”),
providing for the issuance of $200 million aggregate principal
amount of the Company’s 10.75% Senior Subordinated Notes due
2016 (the “ Notes ”), as supplemented by the
First Supplemental Indenture, dated as of July 7, 2006 (the “
First Supplemental Indenture ”), the Second
Supplemental Indenture, dated as of September 28, 2006 (the “
Second Supplemental Indenture ”), the Third
Supplemental Indenture, dated as of October 24, 2006 (the “
Third Supplemental Indenture ”), the Fourth
Supplemental Indenture, dated as of November 17, 2006 (the “
Fourth Supplemental Indenture ”), the Fifth
Supplemental Indenture, dated as of April 27, 2007 (the “
Fifth Supplemental Indenture ”), the Sixth
Supplemental Indenture, dated as of July 26, 2007 (the “
Sixth Supplemental Indenture ”), the Seventh
Supplemental Indenture, dated as of May 29, 2008 (the “
Seventh Supplemental Indenture ”), and the Eighth
Supplemental Indenture, dated as of November 18, 2008 (the “
Eighth Supplemental Indenture ”);
WHEREAS, the Company and the Guarantors propose
to further amend and supplement the Indenture to join the New
Guarantors, each a direct or indirect subsidiary of the Company, as
a party to the Indenture, as a Guarantor thereunder;
WHEREAS, pursuant to Section 8.01 of the
Indenture, the Company and the Trustee may amend, waive or
supplement the Indenture, the Notes or the Guarantees without the
consent of any Holders to make any change that would provide
additional rights or benefits to the holders of Notes or that does
not adversely affect the legal rights under the Indenture of any
such holder;
WHEREAS, the Company, each Guarantor and the New
Guarantors have been authorized by their respective board of
directors, managers, members, partners, or general partners, as
applicable, to enter into this Ninth Supplemental
Indenture;
WHEREAS, all other acts and proceedings required
by law, by the Indenture and by the respective certificates of
incorporation, certificates of formation, limited liability company
agreements, partnership agreements, limited partnership agreements,
by-laws and other organizational documents of the Company, each
Guarantor and the New Guarantors to make this Ninth Supplemental
Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly
performed;
WHEREAS, pursuant to Section 8.06 of the
Indenture, the Trustee is authorized to execute and deliver this
Ninth Supplemental Indenture;
WHEREAS, the Company hereby requests that the
Trustee execute and deliver this Ninth Supplemental
Indenture;
NOW, THEREFORE, for in consideration of the
premises herein contained and in order to effect the proposed
amendment to join the New Guarantors to the Indenture pursuant to
Section 8.01 of the Indenture, the Company, the New Guarantors and
the Guarantors agree with the Trustee as follows:
ARTICLE I
Amendment of
Indenture
1.1. Amendment of
Indenture . As of the date hereof, this Ninth
Supplemental Indenture amends the Indenture by joining the New
Guarantors as parties to the Indenture, each as a Guarantor
thereunder.
1.2. Execution and
Delivery of Note Guarantee . Upon the effectiveness
of this Ninth Supplemental Indenture, each New Guarantor agrees
that a notation of its Guarantee substantially in the form attached
as Exhibit G to the Indenture, will be endorsed by a duly
authorized officer of such New Guarantor on each Note authenticated
and delivered by the Trustee under the Indenture.
ARTICLE II
Miscellaneous
Provisions
2.1. Instruments to
be Read Together . This Ninth Supplemental Indenture
is an indenture supplemental to and in implementation of the
Indenture, and said Indenture, the First Supplemental Indenture,
the Second Supplemental Indenture, the Third Supplemental Indenture
the Fourth Supplemental Indenture, the Fifth Supplemental
Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture and this
Ninth Supplemental Indenture shall henceforth be read
together.
2.2.
Confirmation . The Indenture as amended and
supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture,
the Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture and
