Amendment No.1 to Credit Agreement dated as of May 19, 2006



 Exhibit 10.15 
 AMENDMENT NO. 1 
 TO 
 CREDIT AGREEMENT 
 This Amendment No. 1 to Credit Agreement, dated as of
May 19, 2006 (this “Amendment”), is entered into among CRC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CRC HEALTH CORPORATION, a Delaware corporation (the “Borrower”), and
CITIBANK, N.A. in its capacity as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of February 6, 2006
(as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among Holdings, the Borrower, CITIBANK, N.A., as Administrative Agent,
Collateral Agent, Swing Line Lender and L/C Issuer, each lender from time to time party thereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED and CREDIT SUISSE, as Co-Documentation Agents, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as Co-Lead Arrangers, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as Joint Bookrunners. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 
 W I T N E S S E T H:

 WHEREAS, Section 10.01 of the Credit Agreement permits the Credit Agreement to be amended from time to time; 
 WHEREAS, the Borrower and the Required Lenders wish to make certain amendments set forth in Section 1 below; 
 Now, therefore, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows: 
 Section 1. Amendments to the Credit Agreement 
 (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions, which shall be placed in conforming
alphabetical order therein: 
 ““Assumed Documents” has the meaning specified in Section 7.04(h).” 








 ““Joinder Agreement” has the meaning set forth in Section 7.04(h).”

 ““New Holdings” has the meaning specified in Section 7.04(h).” 
 ““New Intermediate Holdings” has the meaning specified in Section 7.04(h).” 
 (b) Section 7.04 is hereby amended by (i) deleting the word “and” after Section 7.04(f), (ii) replacing the
period at the end of Section 7.04(g) with “; and” and (iii) adding a new Subsection 7.04(h) at the end of Section 7.04 to read as follows: 
 “so long as no Default exists or would result therefrom, Holdings may merge with and into CRC Health Group, Inc. f/k/a CRCA Holdings, Inc. (“New Holdings”), with New Holdings surviving such
merger; provided that (i) New Holdings shall expressly assume all the obligations of Holdings under this Agreement, the Security Agreement, the Holdings Guaranty and the other Loan Documents to which Holdings is a party (the
“Assumed Documents”) by executing and delivering a Joinder Agreement in the form attached hereto as Exhibit L (the “Joinder Agreement”) and taking all actions to continue perfection in the security interest
in the assets of Holdings, and (ii) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that (A) the Secured Parties continue to have a perfected
security interest in all of the Collateral, including the stock of the Borrower, (B) each of the Assumed Documents is a legal, valid and binding obligation of New Holdings, enforceable against new Holdings in accordance with its terms (subject
to customary assumptions and qualifications), and (C) New Holdings has executed the Joinder Agreement; provided, further, that if the foregoing are satisfied, New Holdings will succeed to, and be substituted for, Holdings under the
Assumed Documents; provided, further, that so long as no Default exists or would result therefrom, at any time after Holdings has consummated any transaction as set forth above in this Section 7.04(h), New Holdings may create a new
intermediate holding company (“New Intermediate Holdings”) and transfer the stock of the Borrower to it; provided that (i) New Intermediate Holdings shall expressly assume all the obligations of New Holdings under the
Assumed Documents by executing and delivering a Joinder Agreement and taking all actions to continue perfection in the security interest in the assets of New Holdings, and (ii) the Borrower shall have delivered to the Administrative Agent a
certificate of a Responsible Officer and an opinion of counsel, each stating that (A)

  

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the Secured Parties continue to have a perfected security interest in all of the Collateral, including the stock of the Borrower, (B) each of the
Assumed Documents is a legal, valid and binding obligation of New Intermediate Holdings, enforceable against New Intermediate Holdings in accordance with its terms (subject to customary assumptions and qualifications) and (C) solely with
respect to the certificate of a Responsible Officer, New Holdings, the Borrower and the other Loan Parties taken as a whole are Solvent and no Default under any of the Loan Documents has occurred and is continuing; provided, further, that if
the foregoing are satisfied, New Intermediate Holdings will succeed to, and be substituted for, New Holdings under the Assumed Documents and New Holdings shall be automatically and unconditionally released from its obligations under the Assumed
Documents.” 
 Section 2. Conditions Precedent to the Effectiveness of this Amendment 
 This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent
shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent: 
 (a) Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by Holdings, the Borrower, the Administrative Agent and the Required Lenders; and 
 (b) Corporate and Other Proceedings. All corporate and other proceedings, and all documents, instruments and other legal matters
required in connection with the transactions contemplated by this Amendment shall be executed and delivered and shall be reasonably satisfactory in all respects to the Administrative Agent. 
 Section 3. Representations and Warranties 
 On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants
to the Administrative Agent and each Lender as follows: 
 (a) this Amendment has been duly authorized, executed and delivered
by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of
equity, and the Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor
Relief Laws and by general principles of equity; 
 (b) each of the representations and warranties contained in Article V of
the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the Amendment No. 1 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties
specifically 
  

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relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date;
provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and 
 (c) no Default or Event of Default has occurred and is continuing. 
 Section 4. Fees and Expenses 
 The Borrower and each other Loan Party agree to pay on demand in accordance with the terms of Section 10.04 of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto). 
 Section 5. Reference to the Effect on the Loan Documents 
 (a) As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”,
“thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. 
 (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall
remain in full force and effect and are hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents. 
 (d) This Amendment is a Loan Document. 
 Section 6. Execution in Counterparts 
 This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 
  

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 Section 7. Governing Law 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 Section 8. Section Titles 
 The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to
reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or
subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the
reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the
title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error. 
 Section 9. Notices 
 All communications and notices hereunder shall be given as provided in the
Credit Agreement. 
 Section 10. Severability 
 The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any
jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforce ability or legality of such offending term or provision in any other situation or jurisdiction or as applied
to any person. 
 Section 11. Successors 
 The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first written above. 
  

			
	 CRC INTERMEDIATE HOLDINGS, INC.,
 as
Holdings

		
	By:	 	/s/ Kevin Hogge
	Name:	 	Kevin Hogge
	Title:	 	Chief Financial Officer
	
	 CRC HEALTH CORPORATION,
 as the
Borrower

		
	By:	 	/s/ Kevin Hogge
	Name:	 	Kevin Hogge
	Title:	 	Chief Financial Officer


  

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	Citibank, N.A., as Lender and Administrative Agent
		
	By:	 	/s/ Suzanne Crymes
	Name:	 	Suzanne Crymes
	Title:	 	Vice President


  

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 [Additional Signature Pages Omitted] 
  

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