Exhibit 4.1g
SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE
dated as of May 23, 2008 among CRC Health Corporation, a Delaware
corporation (the " Company "), the Guarantors, CRC Wisconsin
RD, LLC, a Wisconsin limited liability company (the " New
Guarantor ") 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 "), and the Sixth Supplemental Indenture, dated as of
July 26, 2007 (the " Sixth Supplemental Indenture
");
WHEREAS, the Company and the
Guarantors propose to further amend and supplement the Indenture to
join the New Guarantor, an 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 Guarantor have been authorized by their respective
board of directors, managers, members, partners, or general
partners, as applicable, to enter into this Seventh 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 Guarantor to make this
Seventh 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 Seventh Supplemental Indenture;
WHEREAS, the Company hereby requests
that the Trustee execute and deliver this Seventh Supplemental
Indenture;
NOW, THEREFORE, for in consideration
of the premises herein contained and in order to effect the
proposed amendment to join the New Guarantor to the Indenture
pursuant to Section
8.01 of the Indenture, the Company,
the New Guarantor 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 Seventh Supplemental Indenture amends the Indenture by joining
the New Guarantor as a party to the Indenture, as a Guarantor
thereunder.
1.2
Execution and Delivery of Note Guarantee . Upon
the effectiveness of this Seventh Supplemental Indenture, the 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 the 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 Seventh
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 and
this Seventh 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 and further amended and
supplemented by this Seventh Supplemental Indenture is in all
respects confirmed and preserved.
2.3
Terms Defined . Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture.
2.4
Counterparts . This Seventh Supplemental
Indenture may be signed in any number of counterparts each of which
so executed shall be deemed to be an original, but all
su
