ex10_3h.htm


    Exhibit
10.3h




    SUPPLEMENT
NO. 8 dated as of May 23, 2008, to the Guarantee Agreement dated as of February
6, 2006, as subsequently supplemented, 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 17, 2006 and as subsequently 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 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 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 the 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 the New
Subsidiary.  The Guarantee Agreement is hereby incorporated herein by
reference.

     

    SECTION
2.  The New Subsidiary represents and warrants 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
and binding obligation, enforceable against it in accordance with its
terms.

     

    SECTION
3.  This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary and the Administrative Agent has executed a
counterpart hereof.  Delivery of an executed signature page to this
Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement.

     

    SECTION
4.  Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.

     

    SECTION
5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
6.  In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

     

    SECTION
7.  All communications and notices hereunder shall be in
writing and given as provided in Section 4.01 of the Guarantee
Agreement.

     

    SECTION
8.  The New Subsidiary agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel for the Administrative Agent.

     



    IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
executed this Supplement to the Guarantee Agreement as of the day and year first
above written.

     

    
      	 
      	
              CRC
      WISCONSIN RD, LLC

            
	 
      	
              By:

            	
              ______________________________

            
	 
      	 
      	
              Name:

            	
              Kevin
      Hogge

            
	 
      	 
      	
              Title:

            	
              Chief
      Financial Officer

            
	 
      	
               

               

              CITIBANK,
      N.A.

            
	 
      	
              By:

            	
              ______________________________

            
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      


    

    


     

    


    


    


    


    
      Signature
Page to Supplement to Guarantee Agreement