EXHIBIT 10.3b
SUPPLEMENT NO. 2 dated as of
June 22, 2006, to the Guarantee Agreement dated as of
February 6, 2006, among CRC INTERMEDIATE HOLDINGS, 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,
supplemented or otherwise modified from time to time, the
“Credit Agreement”), among CRC Intermediate Holdings, a
Delaware corporation (“Holdings”), CRC Health Group,
Inc.(to be renamed 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. The
undersigned Restricted Subsidiary (the “ New
Subsidiary ”) 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, the New Subsidiary by
its signature below becomes a Subsidiary P
