ex4_1i.htm


    Exhibit
4.1i

     

    EIGHTH
SUPPLEMENTAL INDENTURE


     

    THIS
EIGHTH SUPPLEMENTAL INDENTURE dated as of November ___, 2008 among CRC Health
Corporation, a Delaware corporation (the “Company”), the
Guarantors, CRC Holdings, LLC, a Delaware 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”), the Sixth Supplemental Indenture, dated as of July 26, 2007
(the “Sixth
Supplemental Indenture”), and the Seventh Supplemental Indenture, dated
as of May 29, 2008 (the “Seventh 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 Eighth 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 Eighth 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 Eighth Supplemental Indenture;

    WHEREAS,
the Company hereby requests that the Trustee execute and deliver this Eighth
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 Eighth 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 Eighth
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 Eighth 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, the Seventh Supplemental Indenture
and this Eighth 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, the Seventh Supplemental Indenture and further amended and
supplemented by this Eighth 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
Eighth 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 Eighth Supplemental Indenture will take effect immediately
upon execution thereof by the parties hereto.

     

    2.7. Trust Indenture Act
Controls.  If any provision of this Eighth Supplemental
Indenture limits, qualifies or conflicts with another provision that is required
by or deemed to be included in this Eighth Supplemental Indenture by the Trust
Indenture Act, the required or incorporated provision shall
control.

     

    2.8. Governing
Law.  THIS
EIGHTH 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
Eighth 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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    IN
WITNESS WHEREOF, the undersigned have executed this Eighth Supplemental
Indenture this ___ day of November, 2008.

     

    CRC
HEALTH CORPORATION

     

    By:                                                              

    
      	
               
      

            	
              Name:

            	
              Kevin
      Hogge

            


    

    
      	
               
      

            	
              Title:

            	
              Chief
      Financial Officer

            


    

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          [Signature
Page to Eighth Supplemental Indenture]

        

         


      

      
         


        
          

        

      

      
         


      

    


    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.

    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 Eighth 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

     

    



    
      
        
          [Signature
Page to Eighth Supplemental Indenture]

        

         


      

      
         


        
          

        

      

      
         


      

    


    CORPORATE SUBSIDIARIES
(cont.):

    


    ASPEN
EDUCATION GROUP, INC.

    ASPEN
YOUTH, INC.

    AYS
MANAGEMENT, INC.

    AHS OF
IDAHO, INC.

    CAMP
HUNTINGTON, 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 Eighth Supplemental Indenture]

        

         


      

      
         


        
          

        

      

      
         


      

    


    LIMITED LIABILITY COMPANY
SUBSIDIARIES:

     

    


    ACADEMY
OF THE SIERRAS, 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

    BAYSIDE
MARIN, LLC

    CRC
HOLDINGS, LLC

     

    


     

    By: _____________________________

     

    Name:
Kevin Hogge

     

    Title:
Chief Financial Officer

     

    


     


    
      
        
          [Signature
Page to Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Supplemental Indenture]

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    U.S. BANK
NATIONAL ASSOCIATION,

    as Trustee

     

    By:  _____________________________

    
      	
               
      

            	
              Name:

            


    

    Title:

    


    


    


    


    


    


    


    



    
      
        
          [Signature
Page to Eighth Supplemental Indenture]