Ex. 2J
SUPPLEMENT NO.
10 dated as of April __, 2009, to the Security Agreement dated as
of February 6, 2006 among CRC HEALTH CORPORATION, a Delaware
corporation (f/k/a CRC HEALTH GROUP, INC.) (the “
Borrower ”), CRC HEALTH GROUP, INC., a Delaware
corporation, (f/k/a/ CRCA Holdings, Inc.) (“ Holdings
”), and the Subsidiaries of the Borrower identified therein
and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as
defined below).
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 Holdings, the
Borrower, the lenders from time to time party thereto, 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
Security Agreement referred to therein.
C. The
Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit. Section 7.14 of the Security
Agreement provides that additional Restricted Subsidiaries of the
Borrower may become Subsidiary Parties under the Security 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
Security 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 Collateral Agent and the New
Subsidiaries agree as follows:
SECTION 1. In accordance with
Section 7.14 of the Security Agreement, each New Subsidiary by
its signature below becomes a Subsidiary Party (and accordingly,
becomes a Grantor) and Grantor under the Security Agreement with
the same force and effect as if originally named therein as a
Subsidiary Party and each New Subsidiary hereby (a) agrees to all
the terms and provisions of the Security Agreement applicable to it
as a Subsidiary Party and Grantor thereunder and
(b) represents and warrants that the representations and
warranties made by it as a Grantor thereunder are true and correct
on and as of the date hereof. In furtherance of the
foregoing, each New Subsidiary, as security for the payment and
performance in full of the Obligations does hereby create and grant
to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of such New Subsidiary’s
right, title and interest in and to the
