ex4_1g.htm


    
Exhibit
4.1g


       

       

      SEVENTH
SUPPLEMENTAL INDENTURE

       

      


       

      THIS
SEVENTH SUPPLEMENTAL INDENTURE dated as of May 23, 2008 among CRC Health
Corporation, a Delaware corporation (the "Company"), the
Guarantors, CRC Wisconsin RD, LLC, a Wisconsin limited liability company (the
"New
Guarantor") and U.S. Bank National Association, as trustee (the "Trustee").

       

      WHEREAS,
the Company and the Guarantors have heretofore executed and delivered to the
Trustee an indenture dated as of February 6, 2006 (the "Indenture"),
providing for the issuance of $200 million aggregate principal amount of the
Company's 10.75% Senior Subordinated Notes due 2016 (the "Notes"), as
supplemented by the First Supplemental Indenture, dated as of July 7, 2006 (the
"First Supplemental
Indenture"), the Second Supplemental Indenture, dated as of September 28,
2006 (the "Second
Supplemental Indenture"), the Third Supplemental Indenture, dated as of
October 24, 2006 (the "Third Supplemental
Indenture"), the Fourth Supplemental Indenture, dated as of November 17,
2006 (the "Fourth
Supplemental Indenture"), the Fifth Supplemental Indenture, dated as of
April 27, 2007 (the "Fifth Supplemental
Indenture"), and the Sixth Supplemental Indenture, dated as of July 26,
2007 (the "Sixth
Supplemental Indenture");

       

      WHEREAS,
the Company and the Guarantors propose to further amend and supplement the
Indenture to join the New Guarantor, an indirect subsidiary of the Company, as a
party to the Indenture, as a Guarantor thereunder;

       

      WHEREAS,
pursuant to Section 8.01 of the Indenture, the Company and the Trustee may
amend, waive or supplement the Indenture, the Notes or the Guarantees without
the consent of any Holders to make any change that would provide additional
rights or benefits to the holders of Notes or that does not adversely affect the
legal rights under the Indenture of any such holder;

       

      WHEREAS,
the Company, each Guarantor and the New Guarantor have been authorized by their
respective board of directors, managers, members, partners, or general partners,
as applicable, to enter into this Seventh Supplemental Indenture;

       

      WHEREAS,
all other acts and proceedings required by law, by the Indenture and by the
respective certificates of incorporation, certificates of formation, limited
liability company agreements, partnership agreements, limited partnership
agreements, by-laws and other organizational documents of the Company, each
Guarantor and the New Guarantor to make this Seventh Supplemental Indenture a
valid and binding agreement for the purposes expressed herein, in accordance
with its terms, have been duly performed;

       

      WHEREAS,
pursuant to Section 8.06 of the Indenture, the Trustee is authorized to execute
and deliver this Seventh Supplemental Indenture;

       

      WHEREAS,
the Company hereby requests that the Trustee execute and deliver this Seventh
Supplemental Indenture;

       

      NOW,
THEREFORE, for in consideration of the premises herein contained and in order to
effect the proposed amendment to join the New Guarantor to the Indenture
pursuant to Section 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8.01 of
the Indenture, the Company, the New Guarantor and the Guarantors agree with the
Trustee as follows:

       

      ARTICLE
I

       

      


       

      Amendment of
Indenture

       

      1.1           Amendment of
Indenture.  As of the date hereof, this Seventh Supplemental
Indenture amends the Indenture by joining the New Guarantor as a party to the
Indenture, as a Guarantor thereunder.

       

      1.2           Execution and Delivery of
Note Guarantee.  Upon the effectiveness of this Seventh
Supplemental Indenture, the New Guarantor agrees that a notation of its
Guarantee substantially in the form attached as Exhibit G to the Indenture, will
be endorsed by a duly authorized officer of the New Guarantor on each Note
authenticated and delivered by the Trustee under the Indenture.

       

      ARTICLE
II

       

      


       

      Miscellaneous
Provisions

       

      2.1           Instruments to be Read
Together.  This Seventh Supplemental Indenture is an indenture
supplemental to and in implementation of the Indenture, and said Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture the Fourth Supplemental Indenture, the Fifth Supplemental
Indenture, the Sixth Supplemental Indenture and this Seventh Supplemental
Indenture shall henceforth be read together.

       

      2.2           Confirmation.  The
Indenture as amended and supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental
Indenture and further amended and supplemented by this Seventh Supplemental
Indenture is in all respects confirmed and preserved.

       

      2.3           Terms
Defined.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

       

      2.4           Counterparts.  This
Seventh Supplemental Indenture may be signed in any number of counterparts each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.

       

      2.5           Effect of
Headings.  The section headings herein are for convenience only
and shall not affect the construction hereof.

       

      2.6           Effectiveness.  The
provisions of this Seventh Supplemental Indenture will take effect immediately
upon execution thereof by the parties hereto.

       

      2.7           Trust Indenture Act
Controls.  If any provision of this Seventh Supplemental
Indenture limits, qualifies or conflicts with another provision that is required
by or deemed to be

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       included
in this Seventh Supplemental Indenture by the Trust Indenture Act, the required
or incorporated provision shall control.

       

      2.8           Governing
Law.  THIS
SEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK.

       

      2.9           Trustee.  The
Trustee makes no representations as to the validity or sufficiency of this
Seventh Supplemental Indenture.  The recitals and statements herein
are deemed to be those of the Company, the Guarantors and the New Guarantor and
not of the Trustee.

       

      


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remainder of this page intentionally left blank]


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned have executed this Seventh Supplemental
Indenture this 23rd day of May, 2008.

       

      
        	 
      	
                CRC
      HEALTH CORPORATION

              
	 
      	
                By:

              	
                _____________________________

              
	 
      	 
      	
                Name:

              	
                Kevin
      Hogge

              
	 
      	 
      	
                Title:

              	
                Chief
      Financial Officer

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	 
      	
                CORPORATE SUBSIDIARIES:

                 

              


      

      


      
        	 
      	
                4therapy.com
      NETWORK

              
	 
      	
                ADVANCED
      TREATMENT SYSTEMS, INC.

              
	 
      	
                ATS
      OF CECIL COUNTY, INC.

              
	 
      	
                ATS
      OF DELAWARE, INC.

              
	 
      	
                ATS
      OF NORTH CAROLINA, INC.

              
	 
      	
                BATON
      ROUGE TREATMENT CENTER,

              
	 
      	
                INC.

              
	 
      	
                BAYSIDE
      MARIN, INC.

              
	 
      	
                BECKLEY
      TREATMENT CENTER, INC.

              
	 
      	
                BGI
      OF BRANDYWINE, INC.

              
	 
      	
                BOWLING
      GREEN INN OF PENSACOLA,

              
	 
      	
                INC.

              
	 
      	
                BOWLING
      GREEN INN OF SOUTH

              
	 
      	
                DAKOTA,
      INC.

              
	 
      	
                CAPS
      OF VIRGINIA, INC.

              
	 
      	
                CARTERSVILLE
      CENTER, INC.

              
	 
      	
                CHARLESTON
      TREATMENT CENTER

              
	 
      	
                INC.

              
	 
      	
                CLARKSBURG
      TREATMENT CENTER,

              
	 
      	
                INC.

              
	 
      	
                COMPREHENSIVE
      ADDICTION

              
	 
      	
                PROGRAMS,
      INC.

              
	 
      	
                CORAL
      HEALTH SERVICES, INC.

              
	 
      	
                CRC
      ED TREATMENT, INC.

              
	 
      	
                CRC
      HEALTH OREGON, INC.

              
	 
      	
                CRC
      HEALTH TENNESSEE, INC.

              
	 
      	
                CRC
      HEALTH MANAGEMENT, INC.

              
	 
      	
                CRC
      WEIGHT MANAGEMENT, INC.

              
	 
      	
                CRC
      CALIFORNIA RD, INC.

              
	 
      	
                EAST
      INDIANA TREATMENT CENTER,

              
	 
      	
                INC.

              
	 
      	
                EVANSVILLE
      TREATMENT CENTER INC.

              
	 
      	
                GALAX
      TREATMENT CENTER, INC.

              
	 
      	
                GREENBRIER
      TREATMENT CENTER, INC.

              
	 
      	
                HUNTINGTON
      TREATMENT CENTER,

              
	 
      	
                INC.

              
	 
      	
                INDIANAPOLIS
      TREATMENT CENTER, INC.

              
	 
      	
                JAYCO
      ADMINISTRATION, INC.

              
	 
      	
                JEFF-GRAND
      MANAGEMENT CO., INC.

              
	 
      	
                KANSAS
      CITY TREATMENT CENTER, INC.

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      



      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                CORPORATE SUBSIDIARIES
(cont.):

                 

              


      

      


      
        	 
      	
                MINERAL
      COUNTY TREATMENT CENTER, INC.

              
	 
      	
                MWB
      ASSOCIATES-MASSACHUSETTS, INC.

              
	 
      	
                NATIONAL
      SPECIALTY CLINICS, INC.

              
	 
      	
                NSC
      ACQUISITION CORP.

              
	 
      	
                PARKERSBURG
      TREATMENT CENTER, INC.

              
	 
      	
                RICHMOND
      TREATMENT CENTER, INC.

              
	 
      	
                SAN
      DIEGO HEALTH ALLIANCE

              
	 
      	
                SHELTERED
      LIVING INCORPORATED

              
	 
      	
                SIERRA
      TUCSON INC.

              
	 
      	
                SOBER
      LIVING BY THE SEA, INC.

              
	 
      	
                SOUTHERN
      INDIANA TREATMENT CENTER

              
	 
      	
                INC.

              
	 
      	
                SOUTHERN
      WEST VIRGINIA TREATMENT

              
	 
      	
                CENTER,
      INC.

              
	 
      	
                SOUTHWEST
      ILLINOIS TREATMENT CENTER,

              
	 
      	
                INC.

              
	 
      	
                STONEHEDGE
      CONVALESCENT CENTER, INC.

              
	 
      	
                TRANSCULTURAL
      HEALTH DEVELOPMENT,

              
	 
      	
                INC.

              
	 
      	
                TREATMENT
      ASSOCIATES, INC.

              
	 
      	
                VIRGINIA
      TREATMENT CENTER, INC.

              
	 
      	
                VOLUNTEER
      TREATMENT CENTER, INC.

              
	 
      	
                WCHS
      OF COLORADO (G), INC.

              
	 
      	
                WCHS,
      INC.

              
	 
      	
                WHEELING
      TREATMENT CENTER, INC.

              
	 
      	
                WHITE
      DEER REALTY, LTD.

              
	 
      	
                WHITE
      DEER RUN, INC.

              
	 
      	
                WICHITA
      TREATMENT CENTER INC.

              
	 
      	
                WILLIAMSON
      TREATMENT CENTER, INC.

              
	 
      	
                WILMINGTON
      TREATMENT CENTER, INC.

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CORPORATE SUBSIDIARIES
(cont.):

                 

              


      

      


      
        	 
      	
                ASPEN
      EDUCATION GROUP, INC.

              
	 
      	
                ASPEN
      YOUTH, INC.

              
	 
      	
                AYS
      MANAGEMENT, INC.

              
	 
      	
                AHS
      OF IDAHO, INC.

              
	 
      	
                CAMP
      HUNTINGTON, INC.

              
	 
      	
                LONE
      STAR EXPEDITIONS, INC.

              
	 
      	
                SUWS
      OF THE CAROLINAS, INC.

              
	 
      	
                WILDERNESS
      THERAPY PROGRAMS, INC.

              
	 
      	
                MOUNT
      BACHELOR EDUCATIONAL CENTER,

              
	 
      	
                INC.

              
	 
      	
                NEW
      LEAF ACADEMY, INC.

              
	 
      	
                NORTHSTAR
      CENTER, INC.

              
	 
      	
                SUNHAWK
      ACADEMY OF UTAH, INC.

              
	 
      	
                TALISMAN
      SCHOOL, INC.

              
	 
      	
                TEXAS
      EXCEL ACADEMY, INC.

              
	 
      	
                TURN-ABOUT
      RANCH, INC.

              
	 
      	
                YOUTH
      CARE OF UTAH, INC.

              


      

      


       

      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


       


      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                LIMITED LIABILITY COMPANY

                 

              
	 
      	
                SUBSIDIARIES:

                 

              


      

      


      


      
        	 
      	
                ACADEMY
      OF THE SIERRAS, LLC

              
	 
      	
                ADIRONDACK
      LEADERSHIP EXPEDITIONS, LLC

              
	 
      	
                ASPEN
      ACHIEVEMENT ACADEMY, LLC

              
	 
      	
                FOUR
      CIRCLES RECOVERY CENTER, LLC

              
	 
      	
                OUTBACK
      THERAPEUTIC EXPEDITIONS, LLC

              
	 
      	
                PASSAGES
      TO RECOVERY, LLC

              
	 
      	
                TALISMAN
      SUMMER CAMP, LLC

              
	 
      	
                ASPEN
      RANCH, LLC

              
	 
      	
                BROMLEY
      BROOK SCHOOL, LLC

              
	 
      	
                CEDARS
      ACADEMY, LLC

              
	 
      	
                COPPER
      CANYON ACADEMY, LLC

              
	 
      	
                ISLAND
      VIEW RESIDENTIAL TREATMENT

              
	 
      	
                CENTER,
      LLC

              
	 
      	
                NEW
      LEAF ACADEMY OF NORTH CAROLINA,

              
	 
      	
                LLC

              
	 
      	
                ASPEN
      INSTITUTE FOR BEHAVIORAL

              
	 
      	
                ASSESSMENT,
      LLC

              
	 
      	
                OAKLEY
      SCHOOL, LLC

              
	 
      	
                SWIFT
      RIVER ACADEMY, L.L.C.

              
	 
      	
                PHOENIX
      OUTDOOR, LLC

              
	 
      	
                STRUCTURE
      HOUSE, LLC

              
	 
      	
                CRC
      WISCONSIN RD, LLC

              


      

      


       

      


       

      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


       


      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                SAN
      DIEGO TREATMENT SERVICES

              


      

      


       

      
        	 
      	
                By:
      Jayco Administration, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      
        	 
      	
                By:
      Treatment Associates, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      



      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CALIFORNIA
      TREATMENT SERVICES

              


      

      


      
        	 
      	
                By:
      Jayco Administration, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      
        	 
      	
                By:
      Treatment Associates, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      


      



      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                MILWAUKEE
      HEALTH SERVICES SYSTEM

              


      

      


      
        	 
      	
                By:
      WCHS, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      
        	 
      	
                By:
      Coral Health Services, Inc.

              
	 
      	
                Its:
      Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


       

      


       


      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                THE
      CAMP RECOVERY CENTERS, L.P.

              


      

      


      
        	 
      	
                By:
      CRC Recovery, Inc.

              
	 
      	
                Its:
      General Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      
        	 
      	
                By:
      CRC Health Corporation

              
	 
      	
                Its:
      Limited Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      



      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                STONEHEDGE
      CONVALESCENT CENTER

              
	 
      	
                LIMITED
      PARTNERSHIP

              


      

      


      
        	 
      	
                By:
      Stonehedge Convalescent Center, Inc.

              
	 
      	
                Its:
      General Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      
        	 
      	
                By:
      Comprehensive Addiction Programs, Inc.

              
	 
      	
                Its:
      Limited Partner

              


      

      


      


      
        	 
      	
                By:
      _____________________________

              
	 
      	
                Name:
      Kevin Hogge

              
	 
      	
                Title:
      Chief Financial Officer

              


      

      


      


      



      
        
          
            [Signature
Page to Seventh Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                U.S
      BANK NATIONAL ASSOCIATION,

              
	 
      	 
      	 
      	
                as
      Trustee

              
	 
      	 
      	
                By:

              	
                _____________________________

              
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

      


      


      


      


      
        [Signature
Page to Seventh Supplemental Indenture]