EXHIBIT 10.3e
SUPPLEMENT NO. 5 dated as of
November 17, 2006, to the Guarantee Agreement dated as of
February 6, 2006, 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 16, 2006 (as further 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 as Documentation Agent.
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
Lones 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 Restricted Subsidiaries listed on Schedule I hereto
(individually, the “ 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 Lones and the L/C Issuers to issue additional
Letters of Credit and as consideration for Lones previously made
and Letters of Credit previously issued.
Accordingly, the Administrative
Agent and the New Subsidiaries 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 Guarantor under the Guarantee 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 Guarantee Agreement applicable
to it as a Subsidiary Party and Guarantor thereunder and
(b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof. Each reference to a
“Guarantor” in the Security Agreement shall be deemed
to include each New Subsidiary. The Guarantee Agreement is hereby
incorporated herein by reference.
SECTION 2. The New Subsidiaries
represent and warrant to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid
a
