S-4

As filed with the Securities and Exchange Commission on June 20, 2006.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CRC HEALTH CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	8069	73-1650429
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Telephone: (877) 272-8668

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Registrants Continued on the Next Page

Pamela B. Burke

Vice President, General Counsel and Secretary

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Telephone: (877) 272-8668

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

with a copy to:

Patrick O’Brien

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)		Proposed Maximum Offering Price Per Unit (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
10 3/4% Senior Subordinated Notes due 2016	$	200,000,000	100	%	$	200,000,000	$	21,400
Guarantees of 10 3/4% Senior Subordinated Notes due 2016		N/A	N/A			N/A		N/A	(2)

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the “Securities Act”). The amount of the registration fee was calculated as follows: 0.000107 multiplied by the proposed maximum aggregate offering price.

(2) Each of the subsidiary co-registrants will guarantee, on an unconditional basis, the obligations of CRC Health Corporation under the 10 ³/4% Senior Subordinated Notes due 2016. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State of Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Code Number	I.R.S. Employer Identification No.
4Therapy.com NETWORK	California	7375	94-4722675
Advanced Treatment Systems, Inc.	Virginia	8093	54-1876602
ATS of Cecil County, Inc.	Virginia	8093	06-1561033
ATS of Delaware, Inc.	Virginia	8093	31-1686177
ATS of North Carolina, Inc.	Virginia	8093	31-1589568
Baton Rouge Treatment Center, Inc.	Louisiana	8093	72-1298904
Beckley Treatment Center, Inc.	West Virginia	8093	31-1815119
BGI of Brandywine, Inc.	Virginia	8069	54-1405096
Bowling Green Inn of Pensacola, Inc.	Virginia	8069	58-1795523
Bowling Green Inn of South Dakota, Inc.	Virginia	8069	54-1477879
California Treatment Services	California	8093	33-0329068
CAPS of Virginia, Inc.	Virginia	8069	54-1805415
Cartersville Center, Inc.	Georgia	8093	57-1074380
Charleston Treatment Center Inc.	West Virginia	8093	55-0772536
Clarksburg Treatment Center, Inc.	West Virginia	8093	55-0785369
Comprehensive Addiction Programs, Inc.	Delaware	8069	54-1282694
Coral Health Services, Inc.	Wisconsin	8093	39-1691825
CRC ED Treatment, Inc.	Delaware	8069	72-1604917
CRC Recovery, Inc.	Delaware	8069	94-3231485
East Indiana Treatment Center, Inc.	Indiana	8093	35-1928552
Evansville Treatment Center Inc.	Indiana	8093	35-1921842
Galax Treatment Center, Inc.	Virginia	8069	54-1436056
Greenbrier Treatment Center, Inc.	West Virginia	8093	31-1815120
Huntington Treatment Center, Inc.	West Virginia	8093	31-1815118
Indianapolis Treatment Center, Inc.	Indiana	8093	35-1866298
Jayco Administration, Inc.	Nevada	8093	33-0817549
Jeff-Grand Management Co., Inc.	California	8093	95-3013282
Kansas City Treatment Center, Inc.	Kansas	8093	48-1139212
Milwaukee Health Services System	California	8093	33-0144867
Mineral County Treatment Center, Inc.	West Virginia	8093	31-1815117
MWB Associates-Massachusetts, Inc.	Massachusetts	8069	04-2922207
National Specialty Clinics, Inc.	Delaware	8093	63-1247752
NSC Acquisition Corp.	Delaware	8093	38-3692274
Parkersburg Treatment Center, Inc.	West Virginia	8093	31-1815116
Richmond Treatment Center, Inc.	Indiana	8093	35-2022541
San Diego Health Alliance	California	8093	95-3149367
San Diego Treatment Services	California	8093	33-0234191
Sheltered Living Incorporated	Texas	8069	76-0300425
Sierra Tucson Inc.	Delaware	8069	35-2250273
Southern Indiana Treatment Center Inc.	Indiana	8093	35-1879147
Southern West Virginia Treatment Center, Inc.	West Virginia	8093	68-0546959
Southwest Illinois Treatment Center, Inc.	Illinois	8093	82-0554487
Stonehedge Convalescent Center, Inc.	Massachusetts	8069	04-2905248
Stonehedge Convalescent Center Limited Partnership	Massachusetts	8069	04-2905285
The Camp Recovery Centers, L.P.	California	8069	77-0411689
Transcultural Health Development, Inc.	California	8093	95-3693122
Treatment Associates, Inc.	California	8093	33-0846311
Virginia Treatment Center, Inc.	Virginia	8093	03-0401739
Volunteer Treatment Center, Inc.	Tennessee	8093	62-1514921
WCHS of Colorado (G), Inc.	Nevada	8093	93-0949398
WCHS, Inc.	California	8093	33-0652655
Wheeling Treatment Center, Inc.	West Virginia	8093	31-1815112

Exact Name of Registrant as Specified in its Charter	State of Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Code Number	I.R.S. Employer Identification No.
White Deer Realty, Ltd.	Pennsylvania	8069	23-2937977
White Deer Run, Inc.	Pennsylvania	8069	22-3168733
Wichita Treatment Center Inc.	Kansas	8093	48-1127030
Williamson Treatment Center, Inc.	West Virginia	8093	31-1815102
Wilmington Treatment Center, Inc.	Virginia	8069	54-1436102

The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is: c/o CRC Health Corporation, 20400 Stevens Creek Boulevard, Suite 600, Cupertino, CA 95014, Telephone: (877) 272-8668.

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is:

Pamela B. Burke

c/o CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Telephone: (877) 272-8668

with a copy to:

Patrick O’Brien

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 20, 2006

Prospectus

CRC Health Corporation

Offer to Exchange

$200,000,000 Principal Amount of our 10 ³/4% Senior Subordinated Notes due February 1, 2016, which have been registered under the Securities Act of 1933, as amended, for all our outstanding 10 ³/4% Senior Subordinated Notes Due February 1, 2016

Exchange Offer

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new 10 ³/4% Senior Subordinated Notes due February 1, 2016, which we refer to as the exchange notes, for all of our outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016, which we refer to as the old notes, and together with the exchange notes, the notes. We are also offering the subsidiary guarantees of the exchange notes, which are described in this prospectus. The terms of the exchange notes are identical to the terms of the old notes except that the exchange notes have been registered under the Securities Act of 1933, as amended, and therefore, are freely transferable. We will pay interest on the notes on February 1 and August 1 of each year. The notes will mature on February 1, 2016.

The principal features of the exchange offer are as follows:

• The exchange offer expires at 5:00 p.m., New York City time, on                 , 2006, unless extended.

• We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

• You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

• The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

You should consider carefully the risk factors beginning on page 17 of this prospectus before participating in the exchange offer.

Neither the United States Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of the securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                     , 2006

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	17
Industry and Market Data	29
Registered Trademarks	29
Cautionary Note Regarding Forward-Looking Statements	29
The Exchange Offer	31
The Transactions	38
Use of Proceeds	39
Capitalization	40
Selected Historical Consolidated Financial Information	41
Unaudited Pro Forma Condensed Consolidated Financial Information	43
Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Business	67
Management	82
Security Ownership of Certain Beneficial Owners and Management	89
Certain Relationships and Related Party Transactions	92
Description of Senior Secured Credit Facility	93
Description of the Exchange Notes	95
Book-Entry Settlement and Clearance	149
Material United States Federal Income Tax Consequences	151
Plan of Distribution	156
Legal Matters	157
Experts	157
Available Information	158
Index to Financial Information	F-1

Any requests for business and financial information incorporated but not included in this prospectus should be directed to Pamela B. Burke, CRC Health Corporation, 20400 Stevens Creek Boulevard, Suite 600, Cupertino, CA 95014 (Telephone: (877) 272-8668). You should request this information at least five days in advance of the date on which you expect to make your decision with respect to the exchange offer. In any event, you must request this information prior to                     , 2006.

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PROSPECTUS SUMMARY

This summary contains basic information about CRC Health Corporation and the exchange offer. It likely does not contain all the information that is important to you. You should read the entire prospectus, including the financial data and related notes, before deciding to participate in the exchange offer. As used in this prospectus, and unless otherwise stated, references to “CRC Health Corporation,” “our company,” “we,” “us” and “our” refer to CRC Health Corporation and its consolidated subsidiaries. In addition, unless otherwise noted, references to “EBITDA,” “Adjusted EBITDA,” “pro forma” and other financial terms have the meanings set forth under “—Summary Historical and Unaudited Pro Forma Consolidated Financial Information and Other Data.”

Our Business

We are a leading provider of substance abuse treatment services in the United States. We also provide treatment services for other addiction diseases and behavioral disorders such as eating disorders. We deliver our services through our residential treatment facilities and through our outpatient opiate treatment clinics, which we refer to as our residential and opiate treatment divisions. As of March 31, 2006, we operated 89 facilities in 21 states and treated approximately 22,700 patients per day, which we believe makes us the largest and most geographically diversified for-profit provider of substance abuse treatment services in the United States. Since our inception in 1995, we believe that we have developed a reputation for outstanding clinical care and as a result have become a provider of choice throughout the communities we serve.

Our unique business model provides us with competitive and financial advantages. We benefit from an attractive payor mix, with approximately 75% of our revenue for the year ended December 31, 2005 generated from non-governmental sources, including 54% from self payors and 21% from commercial payors. We receive most of our self pay revenue in advance or upon completion of treatment, which contributes to low receivables balances and minimal reimbursement risk. We also have highly diversified revenue streams that are not dependent on any single facility, payor or referral source, which we believe adds to the stability of our business. In 2005, on a pro forma basis, our top five facilities generated 33.5% of total net revenue, and no single commercial payor contract made up more than 1.7% of total net revenue. In addition, no single referral source resulted in a significant portion of our revenues. Our large third party payor network of approximately 750 payors allows us to maintain strong referral conversion rates at our facilities. Finally, our minimal maintenance capital expenditure requirements allow for a significant portion of our cash flow to be available for debt service and investment in our business.

Residential Treatment Division

Our residential treatment division primarily treats, both on an inpatient and outpatient basis, chronic addiction diseases including a broad range of drug and alcohol addictions and certain behavioral disorders such as eating disorders. We believe we are the largest for-profit provider of residential substance abuse treatment services in the United States with respect to number of patients treated on a daily basis (approximately 1,200 patients), number of facilities (a total of 39 in ten states, of which 21 are inpatient facilities and 18 are outpatient facilities) and number of available beds (1,371) as of March 31, 2006. Our treatment programs, including those at the nationally renowned Sierra Tucson and The Life Healing Center residential facilities, provide detoxification, counseling programs, education, lectures and group therapy.

Our inpatient services are provided to patients in a peaceful setting that is removed from the pressures, pace and temptations of a patient’s everyday life. Our inpatient facilities house and care for patients over an extended period (21 days on average) and generally draw patients from a broad regional market. Our outpatient programs are conducted at either free-standing facilities, which are primarily located in urban areas and are convenient for the patient, or in a designated space at our inpatient facilities. Our residential treatment facilities deliver care at

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various levels of intensity, which allows us to facilitate effective treatment for different patient needs. Our facilities are staffed by experienced and capable healthcare professionals, with the executive directors having on average over 22 years of experience in healthcare and over ten years tenure at the treatment facility they currently manage. Our residential treatment facilities benefit from the large and well-established referral base that we have developed over the long operating histories of many of our facilities. Self payors and commercial payors represented approximately 70% of our residential treatment division revenues for the year ended December 31, 2005. On average, our inpatient residential treatment facilities have been operating for over 18 years and we believe that this long-term presence in combination with our strong referral base, excellent service and commitment to high quality treatment has led to the high number of patient referrals we received in 2005.

Opiate Treatment Division

Our opiate treatment division provides services to individuals addicted to opiates, including heroin and prescription painkillers such as oxycodone. We believe we are the largest for-profit provider of opiate treatment services in the United States with respect to number of patients treated on a daily basis (approximately 21,500 patients) and number of clinics (50) as of March 31, 2006. In the 17 states in which we operate, our clinics are generally located within light commercial districts, often within strip malls or medical office buildings. Our treatment services include medication assisted treatment, counseling, laboratory work, physical examinations and ongoing monitoring of patients. The length of treatment differs from patient to patient, but typically ranges from one to three years, resulting in a high percentage of our opiate treatment revenue being recurring in nature.

Our opiate treatment division has a very attractive payor mix, with 82% of revenue derived from self pay patients for the year ended December 31, 2005, virtually all of which is paid in advance or at the time of treatment, resulting in low receivables balances and minimal reimbursement risk. In addition, the large scale of our clinics allows us to achieve highly attractive economics and provides us a competitive advantage in the industry. In 2005, our opiate treatment clinics had an annual average daily census (approximately 428 patients) that was approximately twice that of the 2004 industry average (approximately 210 patients) in the United States, which we believe allows us to operate more efficiently than our competitors.

The Transactions

On October 8, 2005, we entered into a merger agreement pursuant to which CRCA Merger Corporation merged with and into our company, with our company continuing as the surviving corporation, an indirect subsidiary of CRCA Holdings, Inc., or Holdings. CRCA Merger Corporation and Holdings are Delaware corporations formed by investment funds managed by Bain Capital Partners, LLC for the purpose of engaging in the merger and the other related transactions described in this prospectus. On February 6, 2006, immediately following our merger with CRCA Merger Corporation, we merged our operating subsidiary, CRC Health Corporation, with and into our company and renamed the surviving entity as CRC Health Corporation. In connection with the merger, Holdings changed its name to CRC Health Group, Inc. We refer to the mergers and the related transactions, including the offer and sale of the old notes, the borrowings under our new senior secured credit facility and the repayment of our then-existing indebtedness as the Transactions.

Upon the consummation of the Transactions on February 6, 2006, all of our issued and outstanding capital stock was held indirectly by Holdings. Investment funds managed by Bain Capital Partners, LLC control us through their ownership of Holdings. Those investment funds, together with certain members of our management who exchanged, or rolled, a portion of their pre-merger equity for an interest in Holdings, own all of the outstanding equity securities of Holdings. For a more complete description of the Transactions, see “The Transactions.”

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Our Sponsor

Bain Capital, LLC is a global private investment firm whose affiliated entities manage a number of pools of capital including private equity (“Bain Capital Partners”), venture capital, public equity, global macro, and high-yield and mezzanine debt with more than $38 billion in assets under management as of April 2006. Since 1984, Bain Capital Partners has made private equity investments in over 200 companies around the world, partnering with strong management teams to grow businesses and create operating value. Bain Capital Partners has deep experience in a variety of industries and a team of over 120 private equity professionals dedicated to investing in and supporting its portfolio companies. Headquartered in Boston, Bain Capital, LLC has offices in New York, London, Munich, Hong Kong, Shanghai and Tokyo.

Recent Developments

On April 14, 2006, we acquired substantially all of the assets of Center for Hope of the Sierras, LLC for a cash purchase price of $3.4 million. Center for Hope of the Sierras, located in Reno, NV, is a residential center specializing in the treatment of anorexia, bulimia and related eating disorders.

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The Exchange Offer

On February 6, 2006, we completed an offering of $200.0 million in aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016, which was exempt from registration under the Securities Act of 1933, as amended, or the Securities Act.

If we and the subsidiary guarantors are not able to effect the exchange offer contemplated by this prospectus, we and the subsidiary guarantors will use reasonable best efforts to file and cause to become effective a shelf registration statement relating to the resale of the old notes. We must pay additional interest on the notes if we do not complete the exchange offer within 60 days after the effective date or, if required, the shelf registration statement is not declared effective within 195 days after the issue date.

The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

Securities Offered $200.0 million in aggregate principal amount of 10 ³/4% senior subordinated notes due February 1, 2016.

Exchange Offer The exchange notes are being offered in exchange for a like principal amount of old notes. The exchange offer will remain in effect for a limited time. We will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                     , 2006. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the old notes except that:

• the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;

• the exchange notes bear a different CUSIP number than the old notes; and

• the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the old notes in some circumstances relating to the timing of the exchange offer. See “The Exchange Offer.”

Resale Based upon interpretations by the Staff of the Securities and Exchange Commission, or the Commission, set forth in no-action letters issued to unrelated third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:

• are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• are a broker-dealer who purchased the notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;

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• acquired the exchange notes other than in the ordinary course of your business; or

• have an arrangement with any person to engage in the distribution of the exchange notes.

However, we have not submitted a no-action letter and there can be no assurance that the Commission will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2006, which we refer to as the expiration date, unless we, in our sole discretion, extend it.

Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedure for Tendering Old Notes If you wish to tender your old notes for exchange pursuant to the exchange offer, you must transmit to U.S. Bank National Association, as exchange agent, on or prior to the expiration date, either:

• a properly completed and duly executed copy of the letter of transmittal accompanying this prospectus, or a facsimile of the letter of transmittal, together with your old notes and any other documentation required by the letter of transmittal, at the address set forth on the cover page of the letter of transmittal; or

• if you are effecting delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of The Depository Trust Company in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer.

In addition, you must deliver to the exchange agent on or prior to the expiration date, if you are effecting delivery by book-entry transfer, a timely confirmation of book-entry transfer of your old notes into the account of the exchange agent at The Depository Trust Company pursuant to the procedures for book-entry transfers described in this prospectus under the heading “The Exchange Offer—Procedures for Tendering.”

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By executing and delivering the accompanying letter of transmittal or effecting delivery by book-entry transfer, you are representing to us that, among other things:

• the person receiving the exchange notes pursuant to the exchange offer, whether or not this person is the holder, is receiving them in the ordinary course of business;

• neither the holder nor any other person receiving the exchange notes pursuant to the exchange offer has an arrangement or understanding with any person to participate in the distribution of such exchange notes and that such holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes;

• neither the holder nor any other person receiving the exchange notes pursuant to the exchange offer is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.

See “The Exchange Offer—Procedures for Tendering” and “Plan of Distribution.”

Special Procedure for Beneficial Owners If you are the beneficial owner of old notes and your name does not appear on a security listing of The Depository Trust Company as the holder of those notes or if you are a beneficial owner of notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes in the exchange offer, you should promptly contact the person in whose name your notes are registered and instruct that person to tender on your behalf. If you, as a beneficial holder, wish to tender on your own behalf you must, prior to completing and executing the letter of transmittal and delivering your notes, either make appropriate arrangements to register ownership of the notes in your name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

Guaranteed Delivery Procedures If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal prior to the expiration date or you cannot comply with the procedures of the Automated Tender Offer Program System of The Depository Trust Company prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

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Withdrawal Rights The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Old Notes and Delivery of Exchange Notes Subject to customary conditions, we will accept old notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.

Effect of Not Tendering in the Exchange Offer Any old notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the old notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the federal securities laws. See “The Exchange Offer—Effect of Not Tendering.”

Interest on the Exchange Notes and the Old Notes The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the old notes. Holders whose old notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the old notes.

Broker-Dealers Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Material United States Federal Income Tax Consequences The exchange of old notes for exchange notes by tendering holders will not be a taxable exchange for United States federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for United States federal income tax purposes as a result of such exchange. See “Material United States Federal Income Tax Consequences.”

Exchange Agent U.S. Bank National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

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The Exchange Notes

The following is a brief summary of the terms of the exchange notes. We refer to the exchange notes and the old notes together as the “notes.” For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes.”

Issuer CRC Health Corporation.

Securities Offered $200.0 million in aggregate principal amount of senior subordinated notes due 2016.

Maturity Date February 1, 2016.

Interest Rate 10 ³/4% per year.

Interest Payment Dates February 1 and August 1 of each year, commencing August 1, 2006. Interest on the exchange notes will accrue from the most recent date to which interest has been paid on the old notes.

Guarantees The notes will be guaranteed by all of our existing and certain of our future subsidiaries.

Ranking The notes will be our unsecured senior subordinated obligations and will:

• rank junior to all of our existing and future senior indebtedness, including indebtedness under our new senior secured credit facility;

• rank equally with all of our existing and future senior subordinated indebtedness;

• rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the notes;

• be effectively junior to all of our existing and future secured debt, including indebtedness under our new senior secured credit facility, to the extent of the value of the assets securing such debt;

• be structurally subordinated to all indebtedness of our non-guarantor subsidiaries, including trade payables; and

Similarly, the guarantees by the guarantors will:

• rank junior to all of the existing and future senior indebtedness of such guarantors, including the guarantees under our new senior secured credit facility;

• rank equally with all of the existing and future senior subordinated indebtedness of such guarantors;

• rank senior in right of payment to future indebtedness of such guarantors that is expressly subordinated in right of payment to the guarantees; and

• be effectively junior to all of the existing and future secured indebtedness of such guarantors, including the guarantees under our new senior secured credit facility, to the extent of the value of the assets securing such debt.

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As of March 31, 2006, the notes and the guarantees would have been subordinated to approximately $245.0 million of senior indebtedness, excluding approximately $2.2 million of outstanding letters of credit and approximately $97.8 million of additional borrowing capacity under the revolving portion of our new senior secured credit facility.

Optional Redemption We may redeem some or all of the notes at any time on or prior to February 1, 2011 at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium. We may redeem some or all of the notes at any time on or after February 1, 2011 at the redemption prices set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds of one or more equity offerings at any time prior to February 1, 2009. The redemption prices are described under “Description of the Exchange Notes—Optional Redemption.”

Change of Control If we experience specific kinds of changes of control, we will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus accrued but unpaid interest to the purchase date. See “Description of the Exchange Notes—Offers to Repurchase at the Option of Holders—Change of Control.” We may not have sufficient funds available at the time of any change of control to effect the purchase or may be prohibited from repurchasing the notes by the terms of our outstanding indebtedness. See “Risk Factors—Offering Risks—We may not be able to purchase the notes upon a change of control.”

Certain Covenants The indenture governing the notes limits our ability and the ability of our restricted subsidiaries to, among other things:

• incur additional indebtedness;

• make certain distributions, investments and other restricted payments;

• create certain liens;

• enter into transactions with affiliates;

• incur obligations that limit the ability of our restricted subsidiaries to make payments to us;

• merge, consolidate or sell substantially all of our assets;

• issue equity securities of subsidiaries; and

• sell assets.

These covenants are subject to important exceptions and qualifications described under the heading “Description of the Exchange Notes.”

Risk Factors

Participating in the exchange offer, and therefore investing in the exchange notes, involves substantial risk. See the “Risk Factors” section of this prospectus for a description of material risks you should consider before investing in the exchange notes.

Corporate Information

CRC Health Corporation is a Delaware corporation. Our headquarters and principal executive offices are located at 20400 Stevens Creek Boulevard, Suite 600, Cupertino, CA 95014 and our telephone number is (877) 272-8668.

9

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

Set forth below is a summary of historical and unaudited pro forma consolidated financial information and other data at the dates and for the periods indicated. The summary historical financial information as of and for the years ended December 31, 2003, 2004 and 2005 has been derived from our audited financial statements included elsewhere in this prospectus. We derived the historical financial information for the three months ended March 31, 2005, one month ended January 31, 2006 and two months ended March 31, 2006, and as of March 31, 2006, from our unaudited interim consolidated financial statements. The date of the Transactions was February 6, 2006, but for accounting purposes and to coincide with our normal financial account closing dates, we have utilized February 1, 2006 as the effective date of the Transactions. As a result, we have reported operating results and financial position for all periods presented prior to February 1, 2006 as those of the Predecessor Company and for all periods from and after February 1, 2006 as those of the Successor Company due to the resulting change in the basis of accounting.

The unaudited pro forma financial information gives effect to the Transactions and our recent acquisitions in the manner described in “Unaudited Pro Forma Condensed Consolidated Financial Information.” The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary unaudited pro forma condensed consolidated financial information is for informational purposes only and does not purport to represent what our results of operations or financial position would actually be if the Transactions and our recent acquisitions occurred at any date, nor does such information purport to project the results of operations for any future period.

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The summary historical and unaudited pro forma consolidated financial information and other data should be read in conjunction with our consolidated financial statements and the accompanying notes, “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” all of which are included elsewhere in this prospectus.

	Predecessor															Successor			Pro Forma Year Ended December 31, 2005			Pro Forma Three Months Ended March 31, 2006
	Year Ended December 31,									Three Months Ended March 31, 2005			One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2003			2004			2005
										(Unaudited)						(Unaudited)			(Unaudited)
										(Dollars in thousands)
Statement of Income Data:
Net revenue
Residential treatment	$	65,962		$	86,551		$	124,858		$	24,192		$	12,693		$	24,106		$	142,348		$	36,799
Opiate treatment		36,501			78,925			83,847			20,277			7,125			14,393			84,124			21,518
Corporate / other		41			127			317			9			32			103			317			135
Net revenue	$	102,504		$	165,603		$	209,022		$	44,478		$	19,850		$	38,602		$	226,789		$	58,452
Operating expenses
Residential treatment	$	56,858		$	67,404		$	92,457		$	18,701		$	9,113		$	18,381		$	106,018		$	27,758
Opiate treatment		27,388			49,945			52,971			12,974			4,447			9,727			54,393			14,276
Corporate / other		7,996			11,067			14,836			2,921			44,623			3,004			15,683			47,684
Write-off of intangibles		—			—			41			—			—			—			41			—
Operating expenses	$	92,242		$	128,416		$	160,305		$	34,596		$	58,183		$	31,112		$	176,135		$	89,718
Income from operations
Residential treatment	$	9,104		$	19,147		$	32,401		$	5,491		$	3,580		$	5,725		$	36,330		$	9,041
Opiate treatment		9,113			28,980			30,835			7,303			2,678			4,666			29,690			7,242
Corporate / other		(7,955	)		(10,940	)		(14,519	)		(2,912	)		(44,591	)		(2,901	)		(15,366	)		(47,549	)
Income (loss) from operations	$	10,262		$	37,187		$	48,717		$	9,882		$	(38,333	)	$	7,490		$	50,654		$	(31,266	)
Other income		(4	)		(12	)		2,199			8			60			577			1,652			637
Interest expense		(6,564	)		(13,965	)		(19,814	)		(3,489	)		(2,509	)		(6,324	)		(42,086	)		(9,829	)
Other financing costs(1)		(8,331	)		—			(2,185	)		—			(10,655	)		—			—			(10,655	)
Income (loss) from continuing operations before income taxes	$	(4,637	)	$	23,210		$	28,917		$	6,401		$	(51,437	)	$	1,743		$	10,220		$	(51,113	)
Income tax expense (benefit)		(3,081	)		9,996			10,916			2,714			(12,444	)		718			3,259			(12,308	)
Net income (loss) from continuing operations	$	(1,556	)	$	13,214		$	18,001		$	3,687		$	(38,993	)	$	1,025		$	6,961		$	(38,805	)

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	Predecessor															Successor			Pro Forma Year Ended December 31, 2005			Pro Forma Three Months Ended March 31, 2006
	Year Ended December 31,									Three Months Ended March 31, 2005			One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2003			2004			2005
										(Unaudited)						(Unaudited)			(Unaudited)
										(Dollars in thousands)
Balance Sheet Data (at period end):
Working capital(2)	$	15,460		$	12,493		$	2,284								$	21,337
Property and equipment, net		24,566			27,809			49,074									65,067
Cash		7,121			10,563			5,077									1,255
Total assets		237,267			262,695			424,154									872,886
Total debt, including capital leases		127,494			123,343			259,931									442,072
Mandatorily redeemable stock		109,859			115,418			115,625									—
Shareholders’ equity (deficit)		(17,684	)		(5,812	)		11,985									296,128
Other Financial Data:
Cash paid for interest(3)	$	7,861		$	12,572		$	18,101		$	3,105		$	1,336		$	3,938		$	39,025		$	7,188
Depreciation and amortization		2,209			3,699			3,850			836			361			1,459			8,455			2,186
EBITDA(4)		12,467			40,874			54,766			10,726			(37,912	)		9,526			60,761			(28,443	)
EBITDA margin(5)		12.2	%		24.7	%		26.2	%		24.1	%		—			24.7	%		26.8	%		—
Adjusted EBITDA(4)																				65,473			17,099
Adjusted EBITDA margin(5)																				28.9	%		29.3	%
Ratio of earnings to fixed charges(6)		—			2.3x			2.2x			2.4x			—			1.2x			1.2x			—
Cash flow data:
Cash flows from operating activities	$	3,274		$	25,573		$	23,799		$	4,776		$	1,202		$	(19,250	)
Cash flows from investing activities		(139,025	)		(22,730	)		(159,125	)		(1,053	)		(316	)		(430,481	)
Cash flows from financing activities		137,509			599			129,840			(1,614	)		(5,540	)		450,563
Capital expenditures		2,408			7,318			11,377			1,147			411			1,603
Residential treatment facilities data:
Number of inpatient facilities—end of period		17			18			21			18			21			21			21			21
Number of outpatient facilities—end of period		18			16			18			16			18			18			18			18
Available beds—end of period		968			1,124			1,332			1,140			1,337			1,371			1,332			1,371
Average daily census		770			909			1,081			987			1,182			1,225			1,142			1,210
Average length of stay (days)		18.9			19.3			21.2			21.3			22.1			22.3			21.5			22.2
Occupancy rate		82.8	%		87.9	%		88.1	%		87.3	%		88.5	%		90.4	%		87.9	%		89.4	%
Opiate treatment clinics data:
Number of opiate treatment clinics—end of period		47			48			49			50			50			50			49			50
Average daily census		9,970			19,970			21,054			20,630			21,490			21,869			21,164			21,738

12

(1) Represents the write-off of unamortized capitalized financing costs of $8.3 million in 2003, $2.2 million in 2005 and $7.2 million during the one month ended January 31, 2006, respectively. Additionally, during the one month ended January 31, 2006, we wrote-off $3.5 million of unamortized debt discount associated with our previously outstanding subordinated debt.

(2) We define working capital as our current assets (including cash) minus our current liabilities, which include the current portion of long-term debt and accrued interest thereon.

(3) Excludes amortization and write-off of capitalized financing costs and amortization of original issue discount.

(4) The following tables disclose our EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations and Adjusted EBITDA (EBITDA from continuing operations adjusted for other items described below). EBITDA from continuing operations and Adjusted EBITDA are not presentations made in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, our use of the terms EBITDA from continuing operations and Adjusted EBITDA may differ from other companies in our industry and these measures should not be considered in isolation of, or as a substitute for, results prepared in accordance with U.S. GAAP. Adjusted EBITDA contains all adjustments that are taken into account in the calculation of “EBITDA”, used in connection with various covenants in the indenture governing the notes, and “Consolidated EBITDA”, used in components of various covenants in our new senior secured credit facility. We have included this financial information to provide additional information with respect to our ability to meet our future debt service and to comply with various covenants in the indenture governing the notes, and our new senior secured credit facility. For instance, our new senior secured credit facility contains financial covenant ratios, specifically total leverage and interest coverage ratios, and the indenture governing the notes contains limitations on our ability to borrow and to make certain payments, in each case that are calculated by reference to “EBITDA” or “Consolidated EBITDA,” as applicable. Noncompliance with the financial ratio maintenance covenants contained in our new senior secured credit facility could result in the requirement to immediately repay all amounts outstanding under such facilities, while noncompliance with the debt incurrence ratios contained in the indenture governing the notes would prohibit us from being able to incur additional indebtedness other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in the indenture, our ability to pay dividends is restricted by a formula based on the amount of EBITDA, as defined therein.

13

Reconciliation of GAAP cash flows provided by operating activities to EBITDA from continuing operations and reconciliation from EBITDA from continuing operations to net income from continuing operations is as follows:

	Predecessor															Successor
	Year Ended December 31,									Three Months Ended March 31, 2005			One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2003			2004			2005
Cash flows provided by (used in) operating activities	$	3,274		$	25,573		$	23,799		$	4,776		$	1,202		$	(19,250	)
Net (income) loss from discontinued operations		(276	)		1,758			—			—			—			—
Write-off of intangible assets		—			—			(41	)		—			—			—
Write-off of debt discount		—			—			—			—			(3,491	)		—
Acquisition and financing related costs		—			—			—			—			(24,445	)		—
Noncash interest and other financing costs		(2,920	)		(1,506	)		(3,837	)		(377	)		(7,326	)		(535	)
Noncash forgiveness of note receivable from chief executive officer		(123	)		(210	)		(205	)		—			—			—
Stock-based compensation		(155	)		(114	)		—			—			(17,666	)		(628	)
Deferred income taxes		3,179			(1,817	)		(1,933	)		—			—			258
Net effect of changes in non-current net assets		(266	)		553			1,050			(37	)		(1,331	)		(81	)
Net effect of working capital changes		(2,060	)		(7,324	)		3,018			161			14,425			22,720
Interest expense and other financing costs		14,895			13,965			21,999			3,489			13,164			6,324
Income tax expense (benefit)		(3,081	)		9,996			10,916			2,714			(12,444	)		718
EBITDA from continuing operations	$	12,467		$	40,874		$	54,766		$	10,726		$	(37,912	)	$	9,526
Interest expense and other financing costs		(14,895	)		(13,965	)		(21,999	)		(3,489	)		(13,164	)		(6,324	)
Income tax (expense) benefit		3,081			(9,996	)		(10,916	)		(2,714	)		12,444			(718	)
Depreciation and amortization		(2,209	)		(3,699	)		(3,850	)		(836	)		(361	)		(1,459	)
Net income (loss) from continuing operations	$	(1,556	)	$	13,214		$	18,001		$	3,687		$	(38,993	)	$	1,025

14

EBITDA from continuing operations and Adjusted EBITDA are reconciled from net income from continuing operations determined under U.S. GAAP as follows:

	Predecessor												Successor		Pro Forma Year Ended December 31, 2005		Pro Forma Three Months Ended March 31, 2006
	Year Ended December 31,							Three Months Ended March 31, 2005		One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2003			2004		2005
								(unaudited)							(unaudited)
	(Dollars in thousands)
Statement of operations data:
Net income (loss) from continuing operations under U.S. GAAP	$	(1,556	)	$	13,214	$	18,001	$	3,687	$	(38,993	)	$	1,025	$	6,961	$	(38,805	)
Interest expense—net		6,564			13,965		19,814		3,489		2,509			6,324		42,086		9,829
Other financing costs		8,331			—		2,185		—		10,655			—		—		10,655
Income tax expense (benefit)		(3,081	)		9,996		10,916		2,714		(12,444	)		718		3,259		(12,308	)
Depreciation and amortization		2,209			3,699		3,850		836		361			1,459		8,455		2,186
EBITDA from continuing operations	$	12,467		$	40,874	$	54,766	$	10,726	$	(37,912	)	$	9,526	$	60,761	$	(28,443	)

Adjustments to EBITDA:
Expenses of prior owners of acquired businesses(a)	$	703		$	—
Expenses incurred in anticipation of a contemplated public offering(b)		824			—
Expenses incurred related to the Transactions(c)		1,636			43,710
Unrecognized profit on deferred revenue(d)		466			1,474
Management fees to Triod(e)		147			—
Expense related to forgiveness of loan to chief executive officer(f)		205			—
Hurricane losses(g)		191			—
Corporate office relocation expenses(h)		80			—
Stock-based compensation(i)		—			628
Gain on interest rate swap(j)		(1,643	)		(623	)
Loss (gain) on fixed asset disposals(k)		103			(2	)
Management fees to our Sponsor(l)		2,000			355
Adjusted EBITDA	$	65,473		$	17,099

(a) Represents management’s estimate of expenses (including compensation and other costs paid to former owners) incurred during the year ended December 31, 2005 by Montecatini ($286,000), 4therapy ($142,000), Wellness Resource Center ($191,000) and Sixth Street ($84,000) prior to our acquisition of these businesses. Our management does not expect to incur these costs on a going forward basis.

(b) Represents legal, accounting and other expenses incurred by us directly attributable to the preparation for a contemplated initial public offering during the second and third quarters of 2005, which offering never occurred.

(c) Transaction expenses for the year ended December 31, 2005 represents various legal, accounting and other professional fees of $1.6 million. The transaction expense for the three months ended March 31, 2006 represents: (i) stock option compensation expenses of $17.7 million, recognized upon the settlement of outstanding options (ii) fees paid to financial advisors of $9.6 million, (iii) fees paid to former lead investors of $9.4 million, (iv) management bonuses and related taxes paid in connection with the Transactions of $3.5 million and (v) various legal, accounting and other professional fees of $3.5 million.

15

(d) In accordance with SFAS 141, Business Combinations, unearned revenue of Sierra Tucson and our unearned revenue before the consummation of the Transactions was recorded at fair value at the acquisition date and the Transaction date, respectively. Accordingly, $466,000 and $1.5 million of profit associated with the unearned revenue was not carried forward and recognized by us during the period subsequent to the Sierra Tucson acquisition and the Transaction date, respectively. These adjustments represent estimated additional profit we would have recognized assuming that Sierra Tucson had been owned by us from the beginning of the year ended December 31, 2005 and that the Transactions had occurred at the beginning of the three months ended March 31, 2006.

(e) Represents actual management fees paid by Sierra Tucson during the year ended December 31, 2005 to its sponsor, Triod, prior to the acquisition of Sierra Tucson by us. These fees did not continue subsequent to the acquisition.

(f) Represents expense recorded during the year ended December 31, 2005 related to the forgiveness of a loan to our chief executive officer in accordance with the loan and employment agreements.

(g) Represents the amount of losses for property damage, extra expenses and revenue lost as a result of Hurricane Dennis in July 2005.

(h) Represents non-recurring expenses associated with relocation of our corporate office in June 2005, including $58,000 of duplicate rent expense paid on our prior premises in June 2005 and $22,000 of moving expenses.

(i) Represents stock option-based compensation expense of $628,000 recognized under SFAS 123R.

(j) Represents the elimination of the gain on the interest rate swap of $1.6 million for the year ended December 31, 2005. Such interest rate swap agreement was terminated in connection with the Transactions. During the three months ended March 31, 2006, $0.6 million represents the elimination of gain on the fair value of our new interest rate swap agreement associated with our term loan.

(k) Represents net loss and net gain on the disposal of fixed assets recognized during the year ended December 31, 2005 and three months ended March 31, 2006, respectively.

(l) Reflects $2.0 million annual management fee to be paid to an affiliate of our Sponsor under the terms of a management agreement. For the three months ended March 31, 2006 $0.4 million represents the two months ended March 31, 2006 portion of 2006 management fees paid to an affiliate of our Sponsor. In addition, amount excludes the one month ended January 31, 2006 portion of 2006 management fee of $0.1 million, which is included in expenses related to the Transactions. Such amounts are included in pro forma operating expenses.

(5) EBITDA margin or Adjusted EBITDA margin for any period is calculated by dividing EBITDA or Adjusted EBITDA, as applicable, for such period by the revenue for such period.

(6) Earnings used in computing the ratio of earnings to fixed charges consist of income before income taxes and fixed charges. Fixed charges consist of interest expense, amortization of deferred financing fees and that portion of rental expense representative of interest, which we assumed to be 80% of our rental expense. Earnings, as adjusted, were not sufficient to cover fixed charges by approximately $51.1 million and $51.4 million for the pro forma three months ended March 31, 2006 and the one month ended January 31, 2006, respectively and approximately $4.6 million for the fiscal year ended December 31, 2003.

16

RISK FACTORS

You should carefully consider the following factors, in addition to the other information and data contained in this prospectus, in deciding whether to participate in the exchange offer. Factors that might cause such differences include those discussed below.

Offering Risks

Our level of indebtedness could adversely affect our ability to meet our obligations under the notes, raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

We are highly leveraged. The following chart shows our level of indebtedness and certain other information as of March 31, 2006.

	March 31, 2006
	(in millions)
New senior secured credit facility(1)	$	245.0
The notes		200.0
Total debt	$	445.0
Stockholders’ equity	$	296.1
(1)    In addition, as of March 31, 2006, we had outstanding $2.2 million of letters of credit under our revolving credit facility leaving approximately $97.8 million available for additional borrowings under our revolving credit facility.
	Pro Forma Year Ended December 31, 2005
Ratio of earnings to fixed charges		1.2x

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture and our new senior secured credit facility do not fully prohibit us or our subsidiaries from doing so. Also, these restrictions will not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. As of March 31, 2006, we had $97.8 million of availability under our revolving credit facility, which is senior to the notes and the guarantees thereof. If new indebtedness is added to our and our subsidiaries’ current debt levels, the risks related to indebtedness that we and they now face could intensify.

17

The indenture governing the notes and our new senior secured credit facility contain restrictions that limit our flexibility in operating our business.

The indenture governing the notes and our new senior secured credit facility contain a number of significant covenants that, among other things, restrict our ability to incur additional indebtedness, create liens on our assets, restrict our ability to engage in sale and leaseback transactions, mergers, acquisitions or asset sales and make investments. Under some circumstances, these restrictive covenants may not allow us the flexibility we need to operate our business in an effective and efficient manner and may prevent us from taking advantage of strategic and financial opportunities that could benefit our business. In addition, we are required under our new senior secured credit facility to satisfy specified financial ratios and tests. Our ability to comply with those financial ratios and tests may be affected by events beyond our control, and we may not be able to meet those ratios and tests. A breach of any of those covenants could result in a default under our new senior secured credit facility and the lenders could elect to declare all amounts borrowed under our new senior secured credit facility, together with accrued interest, to be immediately due and payable and could proceed against the collateral securing that indebtedness. Substantially all of our assets are pledged as collateral pursuant to the terms of our new senior secured credit facility. In such an event, we could not assure you that we would have sufficient assets to pay amounts due on the notes. See “Description of Senior Secured Credit Facility.”

If we fail to comply with the restrictions in the indenture governing the notes or our new senior secured credit facility or any other subsequent financing agreements, a default may allow the creditors to accelerate the related indebtedness, as well as any other indebtedness, including the notes, to which a cross-acceleration or cross-default provision applies. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures and other general corporate matters will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our new senior secured credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes and associated interest, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before the maturity thereof. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior secured credit facility and the notes, on commercially reasonable terms or at all.

Your right to receive payments on the notes is junior to our senior indebtedness and the senior indebtedness of the guarantors, including that outstanding under our new senior secured credit facility, and possibly all of our future borrowings.

The notes and the guarantees thereof rank behind all of our, and the guarantors’, existing indebtedness and all of our and their future borrowings, except any future indebtedness that expressly provides that it ranks equal with, or is subordinated in right of payment to, the notes and the guarantees thereof. As a result of these subordination provisions in the notes, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our and the guarantors’ senior indebtedness will be entitled to be paid in full in cash and before any payment may be made with respect to the notes or the guarantees thereof.

In addition, all payments on the notes and the guarantees thereof will be blocked in the event of a payment default on our senior indebtedness, and for limited periods, upon the occurrence of other defaults under our new senior secured credit facility or certain other senior indebtedness.

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In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the guarantors have paid all of our senior indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the notes and guarantees thereof in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes and guarantees thereof may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors and holders of notes and guarantees thereof may receive less, ratably, than the holders of our senior indebtedness.

As of March 31, 2006, the notes and the guarantees thereof were subordinated to approximately $245.0 million of senior debt (excluding approximately $2.2 million of letters of credit under the revolving portion of our now senior secured credit facility), and approximately $97.8 million was available for borrowing as additional senior indebtedness under our revolving credit facility. We are permitted to borrow substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture.

The notes will be unsecured and effectively subordinated to our secured indebtedness.

The notes are not secured. If we become insolvent or are liquidated, or if payment under any of our secured debt obligations is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the unsecured notes. As a result, the notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness. Therefore, the holders of the notes may recover ratably less than the lenders of our secured debt in the event of our bankruptcy or liquidation. As of March 31, 2006, we had approximately $245.0 million of secured debt outstanding (excluding approximately $2.2 million of letters of credit under the revolving portion of our now senior secured credit facility), and approximately $97.8 million available for borrowing as additional secured debt under the revolving portion of our new senior secured credit facility.

Your claims to our assets will be subordinated to all of the creditors of any non-guarantor subsidiaries.

Our subsidiaries that do not guarantee borrowings under our new senior secured credit facility or other debt or incur certain indebtedness will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness (including intercompany indebtedness pledged to the lenders under our new senior secured credit facility) and their trade creditors will generally be entitled to payment of their claims from the assets of those non-guarantor subsidiaries before any assets of those non-guarantor subsidiaries are made available for distribution to us.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligation to increase significantly.

Certain of our borrowings, primarily borrowings under our new senior secured credit facility, are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows would decrease.

We may not be able to purchase the notes upon a change of control.

Upon a change of control, as defined in the indenture, subject to certain conditions, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of notes will be our available cash or cash generated from our subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, the terms of our new senior secured credit facility limit our ability to repurchase the notes and provide that certain change of control events

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constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our new senior secured credit facility would not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change of control” under the indenture. See “Description of the Exchange Notes—Offers to Repurchase at the Option of Holders—Change of Control” and “Description of Senior Secured Credit Facility” for additional information.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee may be voided, or claims in respect of a guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

• if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If an active trading market does not develop for the exchange notes you may not be able to resell them; prices for the exchange notes may be volatile.

The exchange notes are new securities for which there currently is no market. Accordingly, the development or liquidity of any market for the exchange notes is uncertain. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through The NASDAQ National Market.

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In addition, changes in the overall market for high yield securities and changes in our financial performance or prospects or in the prospects for companies in our industry generally may adversely affect the liquidity of the trading market in the exchange notes and the market price quoted for the exchange notes. See “Description of the Exchange Notes” and “The Exchange Offer.”

We are controlled by the controlling stockholder of our direct and indirect parent companies and its interests as an equity holder may conflict with yours as a creditor.

Bain Capital Partners, LLC and its affiliates control Holdings, our indirect parent company, and us. Bain Capital Partners, LLC and its affiliates have the ability to control our policies and operations. The interests of Bain Capital Partners, LLC and its affiliates may not in all cases be aligned with your interests as a holder of the notes. For example, Bain Capital Partners, LLC and its affiliates could cause us to make acquisitions that increase the amount of the indebtedness that is secured or senior to the notes or sell revenue-generating assets, impairing our ability to make payments under the notes. Additionally, Bain Capital Partners, LLC and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Accordingly, Bain Capital Partners, LLC and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, Bain Capital Partners, LLC and its affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to you as a holder of our notes. See “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management.”

Business Risks

If federal or state healthcare programs, managed care organizations and other third party payors reduce their reimbursement rates for services provided, our revenue and profitability may decline.

Government healthcare programs, managed care organizations and other third party payors pay for the services we provide to some of our patients. If any of these entities reduce their reimbursement rates, or elect not to cover some or all of our services, our revenue and profitability may decline.

For the year ended December 31, 2005, we derived approximately 25% of our revenue from government programs and 75% of our revenue from non-government payors such as managed care organizations, private health insurance programs and labor unions. Government payors, such as Medicaid and Medicare, generally reimburse us on a fee-for-service basis based on predetermined reimbursement rate schedules. As a result of these reimbursement schedules, we are limited in the amount we can record as revenue for our services from these government programs. If our costs to provide our services increase, we typically will not be able to recover these costs from government payors. In addition, the federal government and many state governments are operating under significant budgetary pressures, and they may seek to reduce payments under their Medicaid programs for services such as those we provide. They also tend to pay on a slower schedule. Thus, while 25% of our revenue for the year ended December 31, 2005 was attributable to governmental payors, such payors accounted for 40% of our accounts receivable as of December 31, 2005. Therefore, if governmental entities reduce the amounts they will pay for our services, or if they elect not to continue paying for such services altogether, our revenue and profitability may decline. In addition, if governmental entities slow their payment cycles, our cash flow from operations could be negatively affected.

Commercial payors such as managed care organizations, private health insurance programs and labor unions generally reimburse us for the services rendered to insured patients based upon contractually determined rates. These commercial payors are under significant pressure to control healthcare costs. In addition to limiting the amounts they will pay for the services we provide their members, commercial payors may, among other things, impose prior authorization and concurrent utilization review programs that may further limit the services for

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which they will pay and shift patients to lower levels of care and reimbursement. These actions may reduce the amount of revenue we derive from commercial payors.

We derive a significant portion of our revenue from key treatment facilities that are located in Pennsylvania, California, Arizona, Indiana and West Virginia, which makes us particularly sensitive to regulatory and economic conditions in those states.

For the year ended December 31, 2005, our Pennsylvania facilities accounted for approximately 22% of our total revenue, our California facilities accounted for approximately 12% of our total revenue, our Arizona facilities accounted for approximately 10% of our total revenue, our Indiana facilities accounted for approximately 10% of our total revenue and our West Virginia facilities accounted for approximately 9% of our total revenue. We estimate that our Sierra Tucson facility, which we acquired in May 2005, would have increased the percentage related to our facilities located in Arizona to approximately 15% of our total revenue had we owned Sierra Tucson since the beginning of the year ended December 31, 2005. If our treatment facilities in these states are adversely affected by changes in regulatory and economic conditions, our revenue and profitability may decline.

If Pennsylvania government funds for the services we provide are reduced or unavailable, our revenue and profitability may be negatively impacted.

For the year ended December 31, 2005, we derived approximately 15% of our revenue from government programs funded by the Commonwealth of Pennsylvania. Similar to other states, Pennsylvania prepares its budget on an annual basis under significant cost pressures and budgetary approval can be subject to the unpredictability of the political process. Our revenues and operating results could be harmed by any reduction or delay in reimbursement by the Commonwealth of Pennsylvania for services we provide to patients covered by state-funded programs.

We may have difficulty operating and integrating treatment facilities that we acquire. This may disrupt our business and increase our costs and harm our operating results.

In 2003, we acquired nine residential and 24 opiate treatment facilities and in 2004, we acquired one residential facility. In 2005, we acquired three residential facilities and one opiate treatment facility. Additional acquisitions would expose us to additional business and operating risk and uncertainties, including risks related to our ability to:

• integrate operations and personnel at acquired facilities;

• retain key management and healthcare professional personnel;

• maintain and attract patients to acquired facilities;

• manage our exposure to unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations; and

• realize our investment return on acquisitions.

Integration efforts can require spending substantial resources on projects, such as implementing consistent billing, payroll and information technology systems, instituting standard policies and procedures and re-training staff from the acquired businesses to conform to our service philosophy and internal compliance procedures. Furthermore, integrating an acquired treatment facility may disrupt our ongoing business and distract our management and other key personnel. If we are unable to manage our expansion efforts efficiently or effectively, or are unable to attract and retain additional qualified management and healthcare professional personnel to run our expanded operations, our business may be disrupted, our costs may increase and our operating results may be harmed.

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We may have difficulty opening new treatment facilities and operating them profitably. We have limited experience in opening new treatment facilities. If we are unable to execute our strategy, our growth may be restrained and our operating results could be adversely affected.

Our growth strategy includes developing and opening new treatment facilities and to date, we have limited experience in opening new treatment facilities. Planning and opening new treatment facilities can be complex, and may be delayed and, in some circumstances, prevented by a variety of forces, including local zoning and land use regulation, health facility licensing, certificate of need requirements, community opposition and other political issues. Healthcare laws and other rules and regulations may also impede or increase the cost of opening new facilities. If we are unable to open new treatment facilities on time and on budget, our rate of growth and operating results may be adversely affected.

Even if we are able to open new treatment facilities, we may not be able to staff them or integrate them into our organization. In addition, there can be no assurance that, once completed, new treatment facilities will achieve sufficient patient census to generate operating profits. Developing new facilities, particularly residential facilities, involves significant upfront capital investment and expense and if we are unable to attract patients quickly and/or enter into contracts or extend our existing contracts with third party payors for these facilities, these facilities may not be profitable and our operating results could be adversely affected.

State and local regulation of the construction, acquisition or expansion of healthcare treatment facilities could prevent us from opening or acquiring additional treatment facilities or expanding or renovating our existing treatment facilities, which may cause our growth to be restrained and our operating results to be adversely affected.

Some states have enacted laws which require prior approval for the construction, acquisition or expansion of healthcare treatment facilities, or for other capital expenditures such as the acquisition of certain kinds of equipment used at treatment facilities. In giving approval, these states consider the need for additional or expanded healthcare treatment facilities or services. In the states of North Carolina, West Virginia and Indiana in which we currently operate, certificates of need may be required to be obtained for capital expenditures exceeding a prescribed amount, changes in capacity or services offered. Other states in which we now or may in the future operate may also require certificates of need under certain circumstances not currently applicable to us, or may impose standards and other health planning requirements upon us.

No assurance can be given that we will be able to obtain the required approvals or certificates of need for additional or expanded treatment facilities or services in the future, which may restrain our growth. If we are unable to obtain required regulatory, zoning or other required approvals for renovations and expansions, our growth may be restrained and our operating results may be adversely affected.

A shortage of qualified healthcare workers could adversely affect our ability to identify, hire and retain qualified personnel. This could increase our operating costs, restrain our growth and reduce our revenue.

The success of our business depends on our ability to identify, hire and retain a professional team of addiction counselors, nurses, psychiatrists, physicians, licensed counselors and clinical technicians across our network of treatment facilities. Competition for skilled employees is intense. For example, there are currently national shortages of qualified addiction counselors and registered nurses. The process of locating and recruiting skilled employees with the combination of qualifications and attributes required to treat those suffering from addiction and other behavioral health illnesses can be lengthy and competition for these workers could cause the salaries, wages and benefits we must pay to increase faster than anticipated. Furthermore, many states require specified staff to patient ratios in residential treatment facilities and opiate treatment clinics. If we are unable to identify, hire and retain sufficient numbers of qualified professional employees, or to continue to offer competitive salaries and benefits, we may be unable to staff our facilities with the appropriate personnel or to maintain required staff ratios and may be required to turn away patients. These factors could increase our operating costs, restrain our growth and reduce our revenue.

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If we fail to cultivate new or maintain established relationships with patient referral sources, our revenue may decline.

Our ability to grow or even to maintain our existing level of business depends significantly on our ability to establish and maintain close working relationships with physicians, managed care companies, insurance companies and other patient referral sources. We do not have binding contracts or commitments with any of these patient referral sources. We may not be able to maintain our existing referral source relationships or develop and maintain new relationships in existing or new markets. If we lose existing relationships with our referral sources, the number of patients we treat may decline, which may adversely affect our revenue. If we fail to develop new referral relationships, our growth may be restrained.

Our opiate treatment clinics are sometimes subject to attempts by local or regional governmental authorities and local area residents to force their closure or relocation.

Property owners and local authorities have attempted, and may in the future attempt, to use zoning ordinances to eliminate our ability to operate a given opiate treatment clinic by claiming that the clinic violates existing ordinances, rezoning or adopting new ordinances. Local governmental authorities in some cases have attempted to use litigation and the threat of prosecution to force the closure of certain of our clinics. If any of these attempts were to succeed or if their frequency were to increase, our revenue would be adversely affected and our operating results might be harmed.

There are only two significant suppliers of methadone distributed by our opiate treatment clinics nationwide. If one or both of these vendors does not supply the methadone we require, we may face increased costs in our opiate treatment division, which may adversely affect our operating results and profitability.

Although methadone is a generic drug, there are only two significant national suppliers of methadone, Mallinckrodt Inc. and VistaPharm, Inc. We currently purchase methadone for dispensation in our clinics from both of them. If one of these suppliers were to reduce or curtail production of methadone, we would need to identify other suppliers of methadone. If we are unable to do so, our cost to purchase methadone may increase which may adversely affect our operating results and profitability.

A decline in the revenues or profitability of our Sierra Tucson facility is likely to have a material adverse effect on our revenues and operating results.

For the year ended December 31, 2005, our Sierra Tucson facility, which we acquired in May 2005, represented approximately 10% of our total revenue and approximately 15% of our operating income before corporate and divisional overhead. We estimate that for the year ended December 31, 2005, our Sierra Tucson facility would have represented approximately 15% of our total revenue and approximately 21% of our operating income before corporate and divisional overhead, had we owned such facility since the beginning of that period. Our Sierra Tucson facility’s high occupancy rate as well as the favorable average length of stay and price of treatment make it our most profitable facility. Should Sierra Tucson’s revenues or profitability decline for any reason or its operations be interrupted, our total revenue and profitability could also decline. For example, a terrorist act, significant terrorist threat or other disruption to air travel may reduce the willingness or ability of Sierra Tucson’s national and international patient base to travel to the facility or a fire or other casualty loss could interrupt its operations. These events could negatively affect our consolidated operating results.

Natural disasters such as hurricanes, earthquakes and floods may adversely affect our revenues and operating results.

Natural disasters such as hurricanes, earthquakes and floods may adversely affect our facilities. Such natural disasters may result in physical damage to or destruction of our facilities as well as damage to areas where our

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patients or referral sources are based. Hurricane Dennis resulted in property damage, extra expenses and lost revenue to our Twelve Oaks facility. In addition, prior to Hurricane Katrina, our Twelve Oaks facility historically generated 15-20 referrals on a monthly basis from areas affected by Hurricane Katrina. In the months following Hurricane Katrina, such referrals decreased significantly. Hurricane Wilma resulted in a loss of electricity to our Wellness Resource Center in Boca Raton, FL and patients had to be evacuated for a period of time. Such natural disasters may lead to decreased census, decreased revenues and higher operating costs.

We face significant competition from established treatment providers as well as new entrants.

We compete directly with a wide variety of non-profit, government and for-profit substance abuse treatment providers, and this competition may intensify in the future. Non-profit and government providers may be able to offer competitive services at lower prices, which may adversely affect our revenue in regional markets and service categories in which we compete with non-profit and government providers. In addition, many for-profit providers are local, independent operators with strong established reputations within the surrounding communities, which may adversely affect our ability to attract a sufficiently large number of patients in markets where we compete with such providers. For example, our opiate treatment clinics are currently facing increasing competition in California, which has slowed the growth in the number of patients those clinics treat. We may also face increasing competition from new operators which may adversely affect our revenue and operating results in impacted markets.

As a provider of healthcare services, we are subject to claims and legal actions by patients, employees and others, which may increase our costs and harm our business.

We are subject to medical malpractice and other lawsuits based on the services we provide. In addition, treatment facilities that we have acquired, or may acquire in the future, may have unknown or contingent liabilities, including liabilities related to patient care and failure to comply with healthcare laws and regulations, which could result in large claims, significant defense costs and interruptions to our business. These liabilities may increase our costs and harm our business. A successful lawsuit or claim that is not covered by, or is in excess of, our industry standard insurance coverage may increase our costs and reduce our profitability. Furthermore, we maintain a $0.5 million deductible per claim under our workers compensation insurance, and an increase in workers compensation claims or average claim size may also increase our costs and reduce our profitability. Our insurance coverage may not continue to be available at a reasonable cost, especially given the significant increase in insurance premiums generally experienced in the healthcare industry.

Companies within the healthcare industry continue to be the subject of federal and state investigations.

Both federal and state government agencies as well as commercial payors have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare organizations. These investigations relate to a wide variety of topics, including:

• quality of care;

• financial relationships with referral sources;

• medical necessity of services provided; and

• appropriateness of billing and coding for items and services billed to governmental payors.

The 2006 Work Plan issued by the Office of Inspector General, or the OIG, of the Department of Health and Human Services includes among the areas that the agency will target for investigation in 2006 a number of services we offer, including Outpatient Alcoholism Services and Freestanding Inpatient Alcoholism Providers. Any investigations of us or our executives or managers could result in significant liabilities or penalties, including possible exclusion from the Medicare or Medicaid programs, as well as adverse publicity.

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The integration of our information systems may be more costly than we anticipate, may not be completed on time or the integrated systems may not function properly.

We are currently introducing new software to consolidate and integrate critical information systems used in daily operations, including for claims processing, billing, financial and intake and other clinical functions. The new software is also intended to streamline internal controls to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We expect to make additional capital expenditures related to this plan before it is complete. If this implementation takes longer or is more expensive than anticipated, or if we fail to successfully complete this implementation or if the software fails to perform as expected, our operations may be disrupted and we may not comply with the requirements of Section 404 of the Sarbanes-Oxley Act. This may increase our costs, reduce our revenue and harm our business.

We have a limited history of profitability, have incurred net losses in the past and may incur substantial net losses in the future.

We began operations in August 2002, and our predecessor organizations began operations in September 1995. In 2002 and 2003, we recorded a net loss from continuing operations of approximately $11.5 million and $1.6 million, respectively. We recorded a net profit in 2004 and 2005, but we cannot assure you that we will operate profitably in the future. In addition, we may experience significant quarter-to-quarter variations in operating results.

We depend on our key management personnel.

Our senior management team has many years of experience addressing the broad range of concerns and issues relevant to our business. The loss of existing key management or the inability to attract, retain and motivate sufficient numbers of qualified management personnel could have an adverse effect on our business and our ability to execute our growth strategy.

Regulatory Risks

If we fail to comply with extensive laws and government regulations, we could suffer penalties, become ineligible to participate in reimbursement programs or be required to make significant changes to our operations, which may reduce our revenues, increase our costs and harm our business.

Healthcare service providers are required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things:

• licensure, certification and accreditation;

• handling of controlled substances;

• adequacy of care, quality of services, qualifications of professional and support personnel;

• referrals of patients and relationships with physicians;

• inducements to use healthcare services that are paid for by governmental agencies;

• billings for reimbursement from commercial and government payors;

• confidentiality, maintenance and security issues associated with health-related information and medical records;

• physical plant planning, construction of new facilities and expansion of existing facilities;

• state and local land use and zoning requirements; and

• corporate practice of medicine and fee splitting.

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Failure to comply with these laws and regulations could result in the imposition of significant penalties or require us to change our operations, which may harm our business and operating results.

The following is a discussion of some of the risks relating to specific laws and regulations that apply to us.

Licensure, accreditation and certification

In order to operate our business, all of our facilities must obtain the required state and federal licenses and certification as well as in most cases accreditation from the Joint Council on Accreditation of Healthcare Organizations, JCAHO, or the Commission on Accreditation of Rehabilitation Facilities, CARF. In addition, such licensure, certification and accreditation is required to receive reimbursement from most commercial and government payors. If our facilities are unable to maintain such licensure, certification and accreditation, our revenue may decline, our growth may be limited and our business may be harmed.

Handling of controlled substances

Our facilities must comply with especially strict federal and state regulations concerning the distribution of methadone and other controlled pharmaceuticals. The potential for theft or diversion of methadone and other pharmaceuticals distributed at our facilities for illegal uses has led the federal government as well as a number of states and localities to adopt stringent regulations not applicable to many other types of healthcare providers. Compliance with these regulations is expensive and these costs may increase in the future.

Referrals of patients and relationships with physicians

The federal anti-kickback statute and related regulations prohibit certain offers, payments or receipt of remuneration in return for referring patients covered by Medicaid or other federal healthcare programs or purchasing, leasing, ordering or arranging for or recommending any services, good, item or facility for which payment may be made under a federal healthcare program. Federal physician self-referral legislation, known as the Stark Law, generally prohibits a physician from ordering certain services reimbursable by a federal healthcare program from an entity with which the physician has a financial relationship, unless an exception applies, and prohibits the entity from billing for certain services rendered pursuant to any prohibited referrals. Several of the states in which we operate have laws that are similar to the federal Stark and anti-kickback laws and that reach services paid for by private payors and individual patients.

If we fail to comply with the federal anti-kickback statute and its safe harbors, the Stark Law or other related state and federal laws and regulations, we could be subjected to criminal and civil penalties, we could lose our license to operate, and our facilities could be excluded from participation in Medicaid and other federal and state healthcare programs and could be required to repay governmental payors amounts received by our facilities for services resulting from prohibited referrals. In lieu of repayment, the OIG may impose civil monetary assessments of three times the amount of each item or service wrongfully claimed. In addition, if we do not operate our treatment facilities in accordance with applicable law, our treatment facilities may lose their licenses or the ability to participate in third party reimbursement programs.

Coding and billing rules

If we fail to comply with federal and state documentation, coding and billing rules, we could be subject to criminal and civil penalties, loss of licenses and exclusion from Medicaid programs, which could harm us. Approximately 25% of our revenue for the year ended December 31, 2005 consisted of payments from Medicaid and other government programs. In billing for our services to government payors, we must follow complex documentation, coding and billing rules. Failure to follow these rules could result in potential criminal or civil liability under the federal False Claims Act, under which extensive financial penalties can be imposed. It could further result in criminal liability under various federal and state criminal statutes, or in our being ineligible for

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reimbursement under Medicaid programs. The rules are complex and we submit a large number of claims per year for Medicaid and other federal program payments and we cannot assure you that governmental investigators, commercial insurers or whistleblowers will not challenge our practices or that there will be no errors. Any such challenges or errors could result in increased costs and have an adverse effect on our profitability, and could result in a portion of our recorded revenue being uncollectible or subject to repayment to governmental payors.

Privacy and security requirements

There are numerous federal and state regulations such as the federal regulations issued under the Drug Abuse Prevention, Treatment and Rehabilitation Act of 1979 and the Health Insurance Portability and Accountability Act of 1996, or HIPAA, addressing patient information privacy and security concerns. Compliance with these regulations can be costly and requires substantial management time and resources. We are not currently in full compliance with the security regulations contained in HIPAA, however, we do have plans in place to become compliant. Our failure to comply with HIPAA privacy or security requirements could lead to civil and criminal penalties and our business could be harmed.

In addition, many states impose similar, and in some cases more restrictive, requirements. For example, some states impose laws governing the use and disclosure of health information pertaining to mental health and/or substance abuse issues that are more stringent than the rules that apply to healthcare information generally. As public attention is drawn to the issues of the privacy and security of medical information, states may revise or expand their laws concerning the use and disclosure of health information, or may adopt new laws addressing these subjects. Failure to comply with these laws could expose us to criminal and civil liability, as well as requiring us to restructure certain of our operations.

Changes in state and federal regulation and in the regulatory environment, as well as different or new interpretations of existing regulations, could adversely affect our operations and profitability.

Since our facilities and operations are regulated at federal, state and local levels, we could be affected by different regulatory changes in different regional markets. Increases in the costs of regulatory compliance and the risks of noncompliance may increase our operating costs, and we may not be able to recover these increased costs, which may adversely affect our results of operations and profitability.

Also, because many of the current laws and regulations are relatively new, we do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our treatment facilities, equipment, personnel, services or capital expenditure programs. A determination that we have violated these laws, or the public announcement that we are being investigated for possible violations of these laws, could adversely affect our business and operating results.

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INDUSTRY AND MARKET DATA

The market data and other statistical information used throughout this prospectus are based on government publications and other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal data, as well as the sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

REGISTERED TRADEMARKS

“CRC Health Group,” “CRC Health Corporation,” “Sierra Tucson” and the CRC Health Corporation logo are our registered trademarks. All other trademarks or service marks appearing in this prospectus are trademarks or service marks of others.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information included in this prospectus contains or may contain “forward-looking statements.” Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should” or “could.” Generally, the words “anticipates,” “believes,” “expects,” “intends,” “estimates,” “projects,” “plans” and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors are summarized below and include, among others:

• changes in government reimbursement for our services;

• changes in applicable regulations or a government investigation or assertion that we have violated applicable regulations;

• difficulties with the integration of recently acquired operations and future acquisitions;

• difficulties in opening and operating new treatment facilities;

• commercial payors for our services may undertake future cost containment initiatives;

• the limited number of national suppliers of methadone used in our opiate treatment clinics;

• failure to maintain established relationships or cultivate new relationships with patient referral sources;

• shortages in qualified healthcare workers;

• natural disasters such as hurricanes, earthquakes and floods;

• competition with other substance abuse treatment services providers;

• difficulties in the implementation of new information systems to comply with federal and state initiatives relating to patient privacy, security of medical information and electronic transactions;

• difficulties in the implementation of accounting and other management systems and resources in response to financial reporting and other requirements;

• the loss of key members of our management;

• the effect of claims asserted against us or lack of adequate available insurance;

• our substantial indebtedness; and

• certain covenants in our debt documents may limit our ability to grow.

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Although we believe that these forward-looking statements are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus. We assume no obligation to update or revise them or provide reasons why actual results may differ.

You should review carefully the section captioned “Risk Factors” in this prospectus for a more complete discussion of the risks of participating in the exchange offer.

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THE EXCHANGE OFFER

Purpose and Effect

Concurrently with the consummation of the Transactions, we entered into a registration rights agreement with the initial purchasers of the old notes, which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must consummate the exchange offer within 60 days after the effective date of the registration statement of which this prospectus is a part.

Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain liquidated damages on the old notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer.

In order to participate in the exchange offer, a holder must represent to us, among other things, that:

• the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business;

• the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes;

• the holder is not an “affiliate,” as defined under Rule 405 under the Securities Act, of ours or any subsidiary guarantor; and

• if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such exchange notes.

Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

Based on an interpretation by the Staff of the Commission set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

• is an “affiliate,” within the meaning of Rule 405 under the Securities Act, of ours or any subsidiary guarantor;

• is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

• acquired the exchange notes other than in the ordinary course of the holder’s business;

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• has an arrangement with any person to engage in the distribution of the exchange notes; or

• is prohibited by any law or policy of the Commission from participating in the exchange offer.

Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the Staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired old notes directly from us and not as a result of market making activities or other trading activities may not rely on the Staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                     , 2006, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 in principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the effective date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. The exchange offer is not being made to, and we will not accept surrenders for exchange from, holders of the old notes in any jurisdiction in which the exchange offer or its acceptance would not comply with the securities or blue sky laws of that jurisdiction.

As of the date of this prospectus, $200.0 million in aggregate principal amount of old notes were outstanding, and there was one registered holder, a nominee of The Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the Commission promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered old notes when we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the

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tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events set forth under the heading “—Conditions to the Exchange Offer,” certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes as promptly as practicable after the expiration date, as may be extended.

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The expiration date shall be 5:00 p.m., New York City time, on                     , 2006, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time, on such date. Such announcement will also disclose the approximate number of old notes tendered at such time. We reserve the right, in our sole discretion:

• to delay accepting any old notes, to extend the exchange offer or, if any of the conditions set forth under “—Conditions to the Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent; or

• to amend the terms of the exchange offer in any manner.

In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement. In the event that we make a material change in the exchange offer, including the waiver of a material condition, we will extend the expiration date of the exchange offer so that at least five business days remain in the exchange offer following notice of the material change.

Procedures for Tendering

Only a registered holder of old notes may tender such old notes in the exchange offer. To effectively tender in the exchange offer, a holder must complete, sign and date a copy or facsimile of the letter of transmittal, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with the old notes and any other required documents, to the exchange agent at the address set forth below under “—Exchange Agent” for receipt on or prior to the expiration date. Delivery of the notes also may be made by book-entry transfer in accordance with the procedures described below. If you are effecting delivery by book-entry transfer,

• confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date; and

• you must transmit to the exchange agent on or prior to the expiration date a computer-generated message transmitted by means of the Automated Tender Offer Program System of The Depository Trust Company, or DTC, in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of the confirmation of book-entry transfer.

By executing the letter of transmittal or effecting delivery by book-entry transfer, each holder is making to us those representations set forth under the heading “—Purpose and Effect.”

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The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of the old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent on or prior to the expiration date. You should not send any letters of transmittal or old notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the above transaction for such holders.

The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by DTC who desires to deliver such notes by book-entry transfer at DTC.

If your old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender, you should promptly contact the person in whose name the notes are registered and instruct such registered holder to tender on your behalf. If a beneficial owner wishes to tender on his or her own behalf, the holder must, prior to completing and executing the letter of transmittal and delivering the old notes, either make appropriate arrangements to register ownership of the notes in his or her name or to obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Guarantor Institution (defined below) unless the old notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an Eligible Guarantor Institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, such guarantee must be by a participant in a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act, an “Eligible Guarantor Institution.”

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, such notes must be endorsed or accompanied by properly completed bond powers, signed by such registered holder as such registered holder’s name appears on such notes with the signature thereon guaranteed by an Eligible Guarantor Institution. If the letter of transmittal or any notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and submit with the letter of transmittal evidence satisfactory to so act.

We understand that the exchange agent will make a request, promptly after the date of this prospectus, to establish accounts with respect to the old notes at the book-entry transfer facility of DTC for the purpose of facilitating the exchange offer, and subject to the establishment of these accounts, any financial institution that is a participant in the book-entry transfer facility system may make book-entry delivery of notes by causing the transfer of such notes into the exchange agent’s account with respect to the old notes in accordance with DTC’s procedures for such transfer. Although delivery of the old notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, unless the holder complies with the procedures described in the following paragraph or the guaranteed delivery procedures described below, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below before the expiration date. The delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

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The exchange agent and DTC have confirmed that the exchange offer is eligible for the Automated Tender Offer Program, or ATOP, of DTC. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes to the exchange agent in accordance with the procedures for transfer established under ATOP. DTC will then send an Agent’s Message to the exchange agent. The term “Agent’s Message” means a message transmitted by DTC that, when received by the exchange agent, forms part of the formation of a book-entry transfer and that states that DTC has received an express acknowledgement from the DTC participant that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant. In the case of an Agent’s Message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent that states that DTC has received an express acknowledgement from the DTC participant that such participant has received and agrees to be bound by the notice of guaranteed delivery.

We will determine all questions as to the validity, form eligibility (including time of receipt), acceptance and withdrawal of the tendered old notes in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all old notes not validly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to particular notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to the tender of old notes, neither we, the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived, or if old notes are submitted in a principal amount greater than the principal amount of notes being tendered by such tendering holder, such unaccepted or non-exchanged notes will be returned by the exchange agent to the tendering holders (or, in the case of notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such unaccepted or non-exchanged notes will be credited to an account maintained with such book-entry transfer facility), unless otherwise provided in the letter of transmittal accompanying such notes, promptly following the expiration date.

Guaranteed Delivery Procedures

If a registered holder of the old notes desires to tender old notes and the old notes are not immediately available, or time will not permit that holder’s old notes or other required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

• the tender is made through an Eligible Guarantor Institution;

• prior to the expiration date, the exchange agent receives from that Eligible Guarantor Institution a properly completed and duly executed letter of transmittal or facsimile of a duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of old notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange, or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or book-entry confirmation, as the case may be, will be deposited by the Eligible Guarantor Institution with the exchange agent; and

• the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

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Withdrawal Rights

Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of old notes to be effective, a written or, for DTC participants, electronic ATOP transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

• specify the name of the person having deposited the old notes to be withdrawn, whom we refer to as the depositor;

• identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and

• specify the name in which any such old notes are to be registered, if different from that of the depositor.

All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those old notes without cost to that holder promptly after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures under “—Procedures for Tendering” at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the expiration of the exchange offer, we determine that the exchange offer violates applicable law, any applicable interpretation of the Staff of the Commission or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time, prior to the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

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Effect of Not Tendering

Holders of old notes who do not exchange their old notes for exchange notes in the exchange offer will remain subject to the restrictions on transfer of such old notes:

• as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• otherwise set forth in the prospectus distributed in connection with the private offering of the old notes.

Exchange Agent

All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail; Hand Delivery or Overnight Courier:

U.S. Bank National Association

Corporate Trust Services

100 Wall Street, Suite 1600

New York, NY 10005

By Facsimile (Eligible Institutions Only):

(651) 495-8158

For Information or Confirmation by Telephone:

(800) 934-6802

Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers, employees, agents or representatives. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those old notes.

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THE TRANSACTIONS

On October 8, 2005, we entered into a merger agreement pursuant to which CRCA Merger Corporation merged with and into our company, with our company continuing as the surviving corporation, an indirect subsidiary of Holdings. CRCA Merger Corporation and Holdings are Delaware corporations formed by investment funds managed by Bain Capital Partners, LLC for the purpose of engaging in the merger and the other related transactions described in this prospectus. On February 6, 2006, immediately following our merger with CRCA Merger Corporation, we merged our operating subsidiary, CRC Health Corporation, with and into our company and renamed the surviving entity as CRC Health Corporation. In connection with the merger, Holdings changed its name to CRC Health Group, Inc. We refer to the mergers and the related transactions, including the offer and sale of the old notes, the borrowings under our new senior secured credit facility and the repayment of our then-existing indebtedness as the Transactions.

Upon the consummation of the Transactions on February 6, 2006, all of our issued and outstanding capital stock was held indirectly by Holdings. Investment funds managed by Bain Capital Partners, LLC control us through their ownership of Holdings. Those investment funds, together with certain members of our management who exchanged, or rolled, a portion of their pre-merger equity for an interest in Holdings, own all of the outstanding equity securities of Holdings.

The funds necessary to consummate the Transactions on February 6, 2006 were approximately $749.9 million, including:

• $462.7 million to pay our former stockholders (including approximately $9.1 million of rollover equity from certain members of our management) and option holders all amounts due under the merger agreement, including transaction expenses of $24.4 million;

• $259.9 million to repay then-existing indebtedness, including accrued interest of $1.4 million;

• $27.0 million to pay related fees and expenses; and

• $0.3 million to pay management fees per our management agreement with our Sponsor.

The Transactions were financed by:

• an equity investment in Holdings of $294.5 million by investment funds managed by Bain Capital Partners, LLC;

• $9.1 million of rollover equity from certain members of our management;

• borrowings of $249.3 million under our new senior secured credit facility, consisting of $245.0 million under our term loan and $4.3 million under our revolving credit facility; and

• the issuance of $200.0 million in aggregate principal amount of the old notes, less approximately $3.0 million of original issue discount.

As a result of the Transactions, the majority of our assets and liabilities were adjusted to their fair value as of February 6, 2006. The excess of the total purchase price over the fair value of our tangible and identifiable intangible assets was allocated to goodwill, which is the subject of an annual impairment test. Additionally, pursuant to Financial Accounting Standards Board Emerging Issues Task Force Issue No. 88-16 “Basis in Leveraged Buyout Transactions,” a portion of the equity related to the equity rollover by certain members of our management was recorded at the stockholder’s predecessor basis and a corresponding portion of the fair value of the acquired assets was reduced accordingly. By definition, our statements of financial position and results of operations subsequent to the Transactions are not comparable to the same statements for the periods prior to the Transactions due to the resulting change in basis. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement, dated February 6, 2006, by and among us, the subsidiary guarantors party thereto and the initial purchasers of the old notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. Instead, we will receive in exchange old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer.

The old notes were issued and sold on February 6, 2006. The proceeds from the offering of the old notes, borrowings under our new senior secured credit facility and the proceeds of equity investments in our indirect parent company were used to finance the Transactions and pay related fees and expenses. The equity investments in our indirect parent company were financed with cash proceeds resulting from the purchase of our indirect parent company’s common stock by an investor group led by funds associated with our Sponsor.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2006. The information in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical condensed consolidated financial statements and accompanying notes thereto appearing elsewhere in this prospectus.

	As of March 31, 2006
	(Dollars in millions)
Cash and cash equivalents	$	1.3
Debt:
New senior secured credit facility:
Revolving credit facility(1)	$	0.0
Term loan		245.0
The old notes(2)		197.1
Total debt	$	442.1
Total stockholders’ equity	$	296.1
Total capitalization	$	738.2

(1) Excludes approximately $2.2 million of letters of credit, which reduces borrowing availability under our $100.0 million revolving credit facility to approximately $97.8 million.

(2) Represents $200.0 million aggregate principal amount of the old notes, less approximately $2.9 million of unamortized original issue discount.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Set forth below is selected historical consolidated financial information at the dates and for the periods indicated. The summary historical financial information as of and for the years ended December 31, 2001, 2002, 2003, 2004 and 2005 has been derived from our audited financial statements. We derived the historical financial information for the three months ended March 31, 2005, one month ended January 31, 2006 and two months ended March 31, 2006, and as of March 31, 2006, from our unaudited interim consolidated financial statements. The date of the Transactions was February 6, 2006, but for accounting purposes and to coincide with our normal financial account closing dates, we have utilized February 1, 2006, as the effective date of the Transactions. As a result, we have reported operating results and financial position for all periods presented prior to February 1, 2006 as those of the Predecessor Company and for all periods from and after February 1, 2006 as those of the Successor Company due to the resulting change in the basis of accounting.

The selected historical financial information should be read in conjunction with our consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included elsewhere in this prospectus.

	Predecessor																					Successor
	Year Ended December 31,															Three Months Ended March 31, 2005			One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2001			2002			2003			2004			2005
																(unaudited)						(unaudited)
	(Dollars in thousands)
Statement of Income Data:
Net revenue
Residential treatment	$	38,552		$	42,016		$	65,962		$	86,551		$	124,858		$	24,192		$	12,693		$	24,106
Opiate treatment		—			15,198			36,501			78,925			83,847			20,277			7,125			14,393
Corporate/other		—			1			41			127			317			9			32			103
Net revenue	$	38,552		$	57,215		$	102,504		$	165,603		$	209,022		$	44,478		$	19,850		$	38,602
Operating expenses
Residential treatment	$	30,834		$	34,029		$	56,858		$	67,404		$	92,457		$	18,701		$	9,113		$	18,381
Opiate treatment		—			12,277			27,388			49,945			52,971			12,974			4,447			9,727
Corporate/other		2,384			5,929			7,996			11,067			14,836			2,921			44,623			3,004
Write-off of intangibles		—			—			—			—			41			—			—			—
Charge related to merger with eGetgoing(1)		—			13,576			—			—			—			—			—			—
Operating expenses	$	33,218		$	65,811		$	92,242		$	128,416		$	160,305		$	34,596		$	58,183		$	31,112
Income from operations
Residential treatment	$	7,718		$	7,987		$	9,104		$	19,147		$	32,401		$	5,491		$	3,580		$	5,725
Opiate treatment		—			2,921			9,113			28,980			30,835			7,303			2,678			4,666
Corporate/other		(2,384	)		(19,504	)		(7,955	)		(10,940	)		(14,519	)		(2,912	)		(44,591	)		(2,901	)
Income (loss) from operations	$	5,334		$	(8,596	)	$	10,262		$	37,187		$	48,717		$	9,882		$	(38,333	)	$	7,490
Other income (expense)(2)		393			582			(4	)		(12	)		2,199			8			60			577
Interest expense		(1,716	)		(4,967	)		(6,564	)		(13,965	)		(19,814	)		(3,489	)		(2,509	)		(6,324	)
Other financing costs(3)		—			—			(8,331	)		—			(2,185	)		—			(10,655	)		—
Income (loss) from continuing operations before income taxes	$	4,011		$	(12,981	)	$	(4,637	)	$	23,210		$	28,917		$	6,401		$	(51,437	)	$	1,743
Income tax expense (benefit)		1,648			(1,439	)		(3,081	)		9,996			10,916			2,714			(12,444	)		718
Net income (loss) from continuing operations	$	2,363		$	(11,542	)	$	(1,556	)	$	13,214		$	18,001		$	3,687		$	(38,993	)	$	1,025

41

	Predecessor																					Successor
	Year Ended December 31,															Three Months Ended March 31, 2005			One Month Ended January 31, 2006			Two Months Ended March 31, 2006
	2001			2002			2003			2004			2005
																(unaudited)						(unaudited)
	(Dollars in thousands)
Balance Sheet Data (at period end):
Working capital(4)	$	3,397		$	15,710		$	15,460		$	12,493		$	2,284								$	21,337
Property and equipment, net(5)(6)		9,018			9,715			24,566			27,809			49,074									65,067
Cash		1,128			5,363			7,121			10,563			5,077									1,255
Total assets(6)		40,499			87,341			237,267			262,695			424,154									872,886
Total debt, including capital leases		19,203			43,799			127,494			123,343			259,931									442,072
Mandatorily redeemable stock		—			42,567			109,859			115,418			115,625									—
Shareholders’ equity (deficit)		16,172			(8,349	)		(17,684	)		(5,812	)		11,985									296,128
Other Financial Data:
Cash paid for interest(7)	$	1,494		$	2,779		$	7,861		$	12,572		$	18,101		$	3,105		$	1,336		$	3,938
Depreciation and amortization		2,186			1,101			2,209			3,699			3,850			836			361			1,459
Capital expenditures		753			849			2,408			7,318			11,377			1,147			411			1,603
Cash flows from operating activities	$	4,037		$	(424	)	$	3,274		$	25,573		$	23,799		$	4,776		$	1,202		$	(19,250	)
Cash flows from investing activities		(20,407	)		(31,923	)		(139,025	)		(22,730	)		(159,125	)		(1,053	)		(316	)		(430,481	)
Cash flows from financing activities		17,497			36,582			137,509			599			129,840			(1,614	)		(5,540	)		450,563

(1) On the date of the merger with eGetgoing in August 2002, in accordance with provisions of SFAS, No. 141, Business Combinations, we determined that the merger with eGetgoing did not constitute an acquisition of a business. In addition, we determined that there were no identifiable intangible assets acquired. Accordingly, the excess of purchase price over the fair value of net tangible assets acquired in the amount of $13.6 million was written off to expense in accordance with SFAS, No. 142, Goodwill and Other Intangibles.

(2) Other income (expense) for the year ended December 31, 2005 includes $0.6 million of gain recognized upon termination of our swap agreement in connection with the acquisition of Sierra Tucson and refinancing our debt in May 2005, $1.6 million of increase in fair value of our new swap on December 31, 2005 and $0.6 million of gain recognized on the fair value of our interest rate swap during the two months ended March 31, 2006.

(3) Represents the write-off of unamortized capitalized financing costs of $8.3 million in 2003, $2.2 million in the year ended December 31, 2005 and $7.2 million during the one month ended January 31, 2006, respectively, and $3.5 million during the one month ended January 31, 2006, related to the write-off of unamortized debt discount.

(4) We define working capital as our current assets (including cash) minus our current liabilities, which includes the current portion of long-term debt and accrued interest thereon.

(5) Increase in property and equipment, net at December 31, 2003 compared to December 31, 2002 includes tangible assets of $12.7 million and $1.4 million acquired with our acquisitions of Comprehensive Addiction Programs, Inc. in February 2003 and National Specialty Clinics, Inc. in December 2003, respectively.

(6) Increase in property and equipment, net and total assets at December 31, 2005 compared to December 31, 2004 primarily relates to our acquisitions of Sierra Tucson, Wellness Resource Center, Montecatini and Sixth Street during the year ended December 31, 2005.

(7) Excludes amortization and write-off of capitalized financing costs and amortization of original issue discount.

42

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information presents the pro forma consolidated results of operations giving effect to the purchase by our Sponsor through Holdings of our company, with our company as the surviving entity, as well as several acquisitions, which we consummated during 2005 (the “Recent Acquisitions”). The unaudited pro forma condensed consolidated financial information is based on our historical consolidated statements of operations included elsewhere in this prospectus, adjusted to give pro forma effect to the Recent Acquisitions and the Transactions, all of which are deemed to occur concurrently and which are summarized below:

• the issuance of new common stock by Holdings in the amount of $294.5 million;

• the merger of Holdings’ indirect subsidiary CRCA Merger Corporation (the “Merger Corp.”) with and into CRC Health Group, Inc. and the merger of CRC Health Corporation with and into CRC Health Group, Inc., with the surviving entity renamed as CRC Health Corporation;

• entering into our new senior secured credit facility, consisting of:

• a senior secured term loan of $245.0 million, all of which was borrowed at the closing of the Transactions; and

• a revolving credit facility of $100.0 million. We drew $4.3 million under the revolving credit facility and had approximately $2.2 million of letters of credit outstanding at the closing of the Transactions;

• the issuance of $200.0 million in aggregate principal amount of senior subordinated notes, less approximately $3.0 million of original issue discount;

• payments to former investors of $453.6 million, including expenses but excluding approximately $9.1 million of rollover equity from certain members of our management, in exchange for all of our outstanding common and preferred stock;

• the repayment of our previously outstanding debt including $4.5 million of borrowings under our revolving line of credit and $254.0 million principal amount of term loans and subordinated debt. Outstanding debt is recorded net of unamortized debt discount of $3.5 million on the balance sheet at December 31, 2005. We also paid $1.4 million of accrued interest;

• the payment of $0.3 million of management fees per our management agreement with our Sponsor;

• the payment of costs associated with the Transactions incurred by Merger Corp. of approximately $27.0 million.

The Recent Acquisitions include the acquisition of Sierra Tucson and other acquisitions ( Sixth Street, Montecatini, Wellness Resource Center and 4therapy, collectively the “Other Acquisitions”). Financial information for the Other Acquisitions is derived from the accounting records of the acquired entities and is unaudited. A summary of the Recent Acquisitions is as follows:

• Sierra Tucson—On May 11, 2005, we acquired substantially all of the assets of Sierra Tucson, LLC (“Sierra Tucson”), an addiction and other behavioral health disorders inpatient rehabilitation center, for approximately $132.1 million in cash, including acquisition related expenses. In connection with the purchase, we refinanced $75.7 million of outstanding term loans (the “Original Term Loans”) and promissory notes. The acquisition was financed with a senior secured credit facility of $205.0 million (the “Restated Term Loan”) with a six-year maturity. The historical audited financial statements for Sierra Tucson for the year ended December 31, 2004 are included elsewhere in this prospectus.

• Sixth Street—On June 3, 2005, we acquired substantially all of the assets of Sixth Street Clinic, Inc. (“Sixth Street”), a methadone maintenance treatment clinic, for approximately $0.8 million in cash, including acquisition related expenses.

43

• Montecatini—On September 29, 2005, we acquired substantially all of the assets of Montecatini, Inc. (“Montecatini”), an established residential eating disorder facility, for approximately $4.7 million in cash, including acquisition related expenses. In December 2005, we also acquired additional property of $1.1 million and intangible assets of $0.2 million that represent add-on acquisitions as described in the merger agreement.

• Wellness Resource Center—Effective as of September 30, 2005, we acquired substantially all the assets of Wellness Resource Center, Inc. (“Wellness Resource Center”), an extended care residential facility, for approximately $6.0 million in cash, including acquisition related expenses.

• 4therapy—On October 7, 2005, we acquired all of the outstanding stock of 4therapy.com NETWORK (“4therapy”) for approximately $5.0 million in cash, including acquisition related expenses. In addition, if 4therapy meets certain milestones relating to the generation of referrals in the first and second years after the closing, we are obligated to make certain earn-out payments in the amount of up to $1.8 million in the first year and up to $2.0 million in the second year. 4therapy is a nationwide network that uses the internet and a call center as low-cost delivery vehicles to provide branded, integrated, web-based solutions to mental health professionals, drug and alcohol treatment centers, eating disorder clinics, rapid detox facilities and consumers.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2005 and three months ended March 31, 2006 give effect to the Recent Acquisitions and the Transactions as if they had occurred on January 1, 2005. The Sixth Street, Montecatini, Wellness Resource Center and 4therapy acquisitions are combined and included, where applicable, in the Other Acquisitions column for presentation in the unaudited pro forma condensed consolidated statements of operations. The combined historical condensed consolidated statement of operations for the three months ended March 31, 2006 represents the mathematical addition of our operating results for the one month ended January 31, 2006 to our operating results of the two months ended March 31, 2006.

The unaudited pro forma condensed consolidated financial information is based on the estimates and assumptions set forth in the notes to these statements that management believes are reasonable. These estimates include an allocation of the purchase prices based on the fair value of assets acquired and liabilities assumed (including identifiable tangible and intangible assets) on the Recent Acquisitions and the Transactions in accordance with SFAS No. 141, Business Combinations. The fair value of assets was based upon appraisals performed by independent valuation specialists and other relevant information. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The amortization expense is recorded in the pro forma condensed consolidated statements of operations.

The unaudited pro forma condensed consolidated financial information is for information purposes only and does not purport to represent what our actual results of operations would have been if these transactions had been completed as of the dates indicated above or that may be achieved in the future. Furthermore, the unaudited pro forma statement of operations includes certain nonrecurring charges that were incurred in connection with the Transactions: (i) the write-off of capitalized financing costs of $7.2 million associated with our existing debt that was repaid; (ii) the write-off of unamortized debt discount of $3.5 million; (iii) stock option compensation expenses of $17.7 million, recognized upon the settlement of outstanding options; (iv) fees paid to financial advisors of $9.6 million, (v) fees paid to former lead investors of $9.4 million; (vi) management bonuses and related taxes paid in connection with the Transactions of $3.5 million and (vii) various legal, accounting and other professional fees of $3.5 million. The tax effect of these non-recurring items at 41% effective tax rate is $13.1 million. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical consolidated financial statements and related notes and those of Sierra Tucson as well as other financial information included elsewhere in this prospectus, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

44

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2005

(Dollars in thousands)

				Recent Acquisitions
	Historical for the Year Ended December 31, 2005			Acquisition of Sierra Tucson (a)			Other Acquisitions (a)			Acquisition Adjustments			Pro Forma for Recent Acquisitions December 31, 2005			Adjustments for the Transactions			Pro Forma for the Year Ended December 31, 2005
Net revenue:
Net client service revenue	$	205,833		$	11,739		$	5,335		$	—		$	222,907		$	—		$	222,907
Other revenue		3,189			417			276			—			3,882			—			3,882
Net revenue		209,022			12,156			5,611			—			226,789			—			226,789
Operating expenses:
Salaries and benefits		96,241			4,169			1,834			—			102,244			—			102,244
Supplies and facilities cost		54,827			2,151			1,970			(71	)(d)		58,877			847	(i)		59,724
Insurance		2,305			203			141			—			2,649			—			2,649
Provision for bad debts		3,041			(19	)		—			—			3,022			—			3,022
Depreciation and amortization		3,850			214			9			539	(e)		4,612			3,843	(j)		8,455
Write-off of intangible assets		41			—			—			—			41			—			41
Operating expenses		160,305			6,718			3,954			468			171,445			4,690			176,135
Income (loss) from operations		48,717			5,438			1,657			(468	)		55,344			(4,690	)		50,654
Interest expense		(19,814	)		(621	)		(31	)		(3,182	)(f)		(23,648	)		(18,438	)(k)		(42,086	)
Other financing costs		(2,185	)		—			—			2,185	(f)		—			—			—
Other income (expense)		2,199			33			5			(585	)(g)		1,652			—			1,652
Income (loss) from continuing operations before income taxes		28,917			4,850			1,631			(2,050	)		33,348			(23,128	)		10,220
Income taxes		10,916			1,989			677			(841	)(h)		12,741			(9,482	)(h)		3,259
Income (loss) from continuing operations	$	18,001		$	2,861		$	954		$	(1,209	)	$	20,607		$	(13,646	)	$	6,961

See notes to unaudited pro forma condensed consolidated statement of operations.

45

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Three Months Ended March 31, 2006

(Dollars in thousands)

	Predecessor Historical for the One Month Ended January 31, 2006 (b)			Successor Historical for the Two Months Ended March 31, 2006			Combined Historical for the Three Months Ended March 31, 2006			Adjustments for the Transactions (c)			Pro Forma for the Three Months Ended March 31, 2006
Net revenue:
Net client service revenue	$	19,360		$	37,810		$	57,170		$	—		$	57,170
Other revenue		490			792			1,282			—			1,282
Net revenue		19,850			38,602			58,452			—			58,452
Operating expenses:
Salaries and benefits		9,265			17,866			27,131			—			27,131
Supplies and facilities cost		4,361			10,522			14,883			57	(i)		14,940
Insurance		201			428			629			—			629
Provision for bad debts		285			837			1,122			—			1,122
Depreciation and amortization		361			1,459			1,820			366	(j)		2,186
Acquisition related costs		43,710			—			43,710			—			43,710
Operating expenses		58,183			31,112			89,295			423			89,718
(Loss) Income from operations		(38,333	)		7,490			(30,843	)		(423	)		(31,266	)
Interest expense		(2,509	)		(6,324	)		(8,833	)		(996	)(k)		(9,829	)
Other financing costs		(10,655	)		—			(10,655	)		—			(10,655	)
Other income		60			577			637			—			637
(Loss) Income from continuing operations before income taxes		(51,437	)		1,743			(49,694	)		(1,419	)		(51,113	)
Income tax (benefit) expense		(12,444	)		718			(11,726	)		(582	)(h)		(12,308	)
(Loss) Income from continuing operations	$	(38,993	)	$	1,025		$	(37,968	)	$	(837	)	$	(38,805	)

See notes to unaudited pro forma condensed consolidated statement of operations.

46

Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2005 and Three Months Ended March 31, 2006

(Dollars in thousands)

(a) Sierra Tucson amounts were derived from the unaudited statement of operations for the period from January 1, 2005 through May 11, 2005, the acquisition date.

Other Acquisitions amounts were derived from the unaudited statements of operations from January 1, 2005 through the date of each acquisition.

(b) Historical predecessor statement of operations for the one month ended January 31, 2006 includes certain material nonrecurring charges that are directly attributable to the Transactions and such charges were not excluded from the three months ended March 31, 2006 pro forma condensed consolidated statement of operations. The charges and their related tax effects are as follows.

Stock option-based compensation expense related to the settlement of stock options	$	17,666
Fees to financial advisors		9,635
Fees to former lead investors		9,437
Management bonuses and related payroll taxes		3,530
Legal, accounting and other professional fees		3,442
Capitalized financing costs written-off		7,164
Unamortized debt discount		3,491
Income tax benefit(i)		(13,058	)
Total nonrecurring items, net of tax	$	41,307

(i) Income tax benefit at 41% tax rate is as follows:

	Pre-Tax Amount		Tax Effect
Compensation expense related to stock option exercises	$	17,666	$	7,243
Management bonuses and related payroll taxes		3,530		1,447
Capitalized financing costs written-off		7,164		2,937
Unamortized debt discount		3,491		1,431
Total income tax benefit			$	13,058

(c) As the Transactions were all assumed to be consummated as of January 31, 2006, the adjustments for the Transactions include only the period from January 1, 2006 to January 31, 2006.

(d) Reflects the elimination of $0.1 million of expenses for the year ended December 31, 2005 incurred by Montecatini and Wellness Resource Center in conjunction with their acquisition by us.

(e) Reflects adjustments related to increase in depreciation and amortization for assets acquired. Depreciation expense relates to the increase in fair value of acquired buildings of $6.1 million and building improvements of $2.1 million with an estimated useful life of 30 years and land improvements of $0.3 million with an estimated useful life of 15 years. Amortization expense relates to core developed technology of $2.6 million acquired in the 4therapy acquisition and a covenant not to compete acquired in the Sierra Tucson acquisition with a $0.2 million fair value and estimated useful lives of five years for the technology and three years for the covenant not to compete.

	Year Ended December 31, 2005
Depreciation expense	$	111
Amortization expense		428
Adjustment to depreciation and amortization	$	539

47

(f) Reflects the net change in interest expense as a result of the $205.0 million Restated Term Loan used to fund the acquisition of the Sierra Tucson and repay the Original Term Loans. Additional interest expense is calculated as follows:

	Year Ended December 31, 2005
Adjustments to interest expense related to financing:
Restated Term Loan(i)	$	5,373
Amortization of capitalized financing costs(ii)		325
Interest expense on new debt		5,698
Amortization of capitalized financing costs on Original Term Loans		—
Interest expense on Original Term Loans		(1,895	)
Historical Sierra Tucson interest expense(iii)		(621	)
Adjustment to interest expense	$	3,182
Adjustment to other financing costs(iv)	$	2,185

(i) Represents interest on the outstanding Restated Term Loan, which is calculated as follows:

	Year Ended December 31, 2005
Outstanding balance on Restated Term Loan	$	205,000
Assumed annual interest rate—3 month LIBOR plus 2.75%		7.30	%
Portion of year not outstanding(v)		0.36
Calculated interest	$	5,373

(ii) Reflects amortization of $5.4 million of capitalized financing costs on Restated Term Loan over the term of the loan of six years for the period from January 1, 2005 to May 11, 2005.

(iii) Reflects elimination of all historical interest incurred by Sierra Tucson before acquisition by us.

(iv) Reflects elimination of the write-off of unamortized capitalized financing costs on the Original Term Loans which were repaid in conjunction with the acquisition of Sierra Tucson.

(v) New interest expense is calculated for the period from January 1, 2005 to May 11, 2005.

(g) Reflects elimination of gain of $0.6 million for the year ended December 31, 2005 associated with the termination of the interest rate swap arrangement on the Original Term Loans in conjunction with the financing of the Sierra Tucson acquisition.

(h) Reflects the income tax effect of the pro forma adjustments at a 41% tax rate. Amounts included for historical Sierra Tucson and Other Acquisitions were determined based upon the assumption that these entities were part of our tax structure.

(i) Represents the additional management fees to an affiliate of our Sponsor for each of the respective periods. See “Certain Relationships and Related Party Transactions.” Amount is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Management fees to be paid to an affiliate of our Sponsor	$	2,000		$	167
Actual management fees incurred during the periods		(1,153	)		(110	)
Adjustment to management fees	$	847		$	57

48

(j) The Transactions were accounted for as a purchase in accordance with SFAS No. 141, Business Combinations. Under purchase accounting, the estimated acquisition consideration is allocated to our assets and liabilities based on their relative fair values. The consideration remaining is then allocated to identifiable intangibles with a finite life and amortized over that life, as well as to goodwill and identifiable intangibles with an indefinite life, which will have to be evaluated prospectively on an annual basis to determine impairment and adjusted accordingly. Based upon results of an independent valuation of our fixed assets and intangibles, additional depreciation and amortization expense is as follows:

	Year Ended December 31, 2005		One Month Ended January 31, 2006
Depreciation expense(i)	$	109	$	7
Amortization expense(ii)		3,734		359
Adjustment to depreciation and amortization	$	3,843	$	366

(i) Fixed assets increase in value relates to land in the amount of $13.3 million with indefinite useful life (no depreciation expense recognized) and to buildings of $3.3 million with 30 years estimated useful life. These amounts include $0.4 million related to land and $0.7 million related to a building added in December 2005 following a Montecatini add-on acquisition as described in the Merger Agreement.

(ii) Intangible assets acquired in the Transactions, 4therapy acquisition and other add-on acquisitions have fair values and estimated useful lives as follows:

	Fair Value		Estimated Useful Life
Core developed technology	$	2,600	5 years
Trademark and tradename		163,700	Indefinite
Contractual customer relationships		50,000	10–15 years
Certificates of need		44,600	Indefinite
Licenses		25,200	Indefinite
Covenant not to compete		200	3-5 years
Registration rights		200	2 years
Total identified intangible assets	$	286,500

49

(k) Reflects the net change in interest expense as a result of the new financing arrangements to fund the Transactions, which is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
New interest expense:
Senior subordinated notes(i)	$	21,500		$	1,792
Senior secured term loan(ii)		16,668			1,389
Revolving loan:
Drawn amount(iii)		303			25
Commitment fee on unused amount(iv)		468			39
Fees on outstanding letters of credit(v)		55			5
Amortization of capitalized financing costs and original issuance discount on senior subordinated notes(vi)		3,061			255
Total pro forma interest expense on new borrowings		42,055			3,505
Less: historical interest expense on borrowings repaid in conjunction with the Transactions(vii)		(23,617	)		(2,509	)
Adjustment to interest expense	$	18,438		$	996

(i) Represents interest on our new senior subordinated notes (referred to elsewhere herein as the old notes), which is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Estimated outstanding balance	$	200,000		$	200,000
Stated interest rate		10.75	%		10.75	%
Portion of year not outstanding		1.00			0.08
Calculated interest	$	21,500		$	1,792

For each 0.125% increase (or decrease) in interest rate from the stated rate, the annual interest expense would increase (decrease) by approximately $0.3 million.

(ii) Represents interest on our new senior secured term loan, which is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Estimated outstanding balance	$	245,000		$	245,000
Assumed interest rate—3 month LIBOR plus 2.25%		6.80	%		6.80	%
Portion of year not outstanding		1.00			0.08
Calculated interest	$	16,668		$	1,389

For each 0.125% increase (or decrease) in interest rate from the assumed rate, the annual interest expense would increase (decrease) by approximately $0.3 million.

50

(iii) Represents interest on funds drawn under our new revolving credit facility, which is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Estimated outstanding balance	$	4,300		$	4,300
Assumed interest rate—3 month LIBOR plus 2.50%		7.05	%		7.05	%
Portion of year not outstanding		1.00			0.08
Calculated interest	$	303		$	25

(iv) Represents commitment fee charged on the unused portion of our new revolving credit facility, which is calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Estimated average unused portion of revolving credit facility	$	93,500		$	93,500
Commitment fees		0.50	%		0.50	%
Portion of year not outstanding		1.00			0.08
Calculated commitment fees	$	468		$	39

(v) Represents fees on outstanding letters of credit, which are calculated as follows:

	Year Ended December 31, 2005			One Month Ended January 31, 2006
Outstanding letters of credit	$	2,200		$	2,200
Fees on letters of credit		2.50	%		2.50	%
Portion of year not outstanding		1.00			0.08
Calculated letters of credit fees	$	55		$	5

(vi) Reflects amortization of capitalized financing costs over the term of the new financing arrangements, which is calculated as follows:

	Capitalized Costs		Period of Amortization
Revolving credit facility	$	1,750	6 years
Senior secured term loan		11,220	7 years
Senior subordinated notes		8,691	10 years
Total capitalized financing costs	$	21,661
Original issuance discount on senior subordinated notes		2,978	10 years

(vii) Adjustment to eliminate historical interest expense. Excludes interest on debt incurred by Other Acquisition entities prior to their acquisition by us of $31 for the year ended December 31, 2005.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are one of the leading providers of substance abuse treatment services in the United States. We also provide treatment services for other addiction diseases and behavioral disorders such as eating disorders. We have two reporting segments: residential treatment facilities and opiate treatment clinics. Our residential treatment division, which operated 21 inpatient and 18 outpatient facilities in ten states as of March 31, 2006, treats patients for addiction to alcohol and drugs and other behavioral health disorders. As of March 31, 2006, our residential treatment division treated approximately 1,200 patients per day. Our opiate treatment division, which operated 50 opiate treatment clinics in 17 states as of March 31, 2006, provides services to individuals addicted to opiates, including heroin and prescription painkillers such as oxycodone. As of March 31, 2006, our opiate treatment clinics treated approximately 21,500 patients per day. Activities classified as “Corporate/other” represent revenue and expenses associated with eGetgoing, an online treatment services enterprise, and general and administrative expenses (i.e., expenses associated with our corporate offices in Cupertino, California, which provide management, financial, human resources and information system support).

Basis of Presentation

Our consolidated financial statements for the years ended December 31, 2003, 2004 and 2005 and for the quarter ended March 31, 2005 were prepared using our historical basis of accounting. As a result of the Transactions on February 6, 2006, a new basis of accounting began. However, for accounting purposes and to coincide with our normal financial account closing dates, we have utilized February 1, 2006 as the effective date of the Transactions. In presenting a comparison of our results of operations in the first quarter of 2006 to our results of operations in the first quarter of 2005, we have presented the quarter ended March 31, 2006 as the mathematical addition of our operating results for January 2006 to our operating results for February and March 2006. We refer to financial information for all periods presented prior to February 1, 2006 as those of the Predecessor Company and for all periods from and after February 1, 2006 as those of the Successor Company due to the resulting change in the basis of accounting. This approach is not consistent with U.S. GAAP and may yield results that are not strictly comparable on a period-to-period basis primarily due to the impact of purchase accounting entries recorded as a result of the Transactions. For purposes of this management’s discussion and analysis of financial condition and results of operations, however, management believes that it is the most meaningful way to present our results of operations for the quarter ended March 31, 2006.

Impact of the Transactions

As a result of the Transactions, our assets and liabilities were adjusted to their fair value as of the consummation of the mergers. We also increased our aggregate outstanding indebtedness. Accordingly, interest expense is and will continue to be significantly higher in periods following the Transactions. Due to the final allocation of the purchase price to our tangible and identifiable intangible assets, our depreciation and amortization expense has increased. The excess of the total purchase price over the fair value of our tangible and identifiable intangible assets was allocated to goodwill, which will be the subject of an annual impairment test.

The total cash contributed in connection with the Transactions was approximately $740.8 million (including acquisition and financing related fees and expenses of $27.0 million incurred by Merger Corp.). The proceeds were used to repay existing balances on a revolving line of credit of $4.5 million, long term debt of $254.0 million, accrued interest of $1.4 million and acquisition and financing related expense of $24.4 million incurred by our company that were expensed in the Predecessor Company financial statements. The proceeds were also used to pay $0.3 million of management fees per a management agreement with our Sponsor which was expensed in the Successor Company financial statements. In addition, as part of the Transactions, our former stockholders, including mandatorily redeemable common and preferred stockholders, were paid $429.2 million per the merger agreement.

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The aggregate purchase price of $722.9 million plus expenses of $27.0 million incurred by Merger Corp. was financed with the term loan portion of our new senior secured credit facility of $245.0 million, the issuance of new senior subordinated notes (referred to elsewhere herein as the old notes) of $200.0 million aggregate principal amount (less approximately $3.0 million of original issue discount), a borrowing under the revolving portion of our new senior secured credit facility of $4.3 million, cash equity investments by investment funds managed by our Sponsor of $294.5 million and rollover equity investments by certain members of our management of $9.1 million.

The purchase consideration was fixed at the date of the acquisition and there were no adjustments that would result in a change in the overall purchase price.

As a result of the acquisition, investment funds managed by our Sponsor received unilateral control of us. Consequently, the acquisition was accounted for as a complete change in accounting basis in a successor company (CRC Health Corporation). Equity rollover of $9.1 million from certain members of our management was recorded at the stockholder’s predecessor basis, which is zero for accounting purposes, in accordance with Financial Accounting Standards Board Emerging Issues Task Force Issue (“EITF”) No. 88-16, Basis in Leveraged Buyout Transactions.

The acquisition was accounted for as a purchase in accordance with SFAS No. 141, Business Combinations. Under purchase accounting, the purchase consideration was allocated to the assets and liabilities based on their relative fair values. The consideration remaining was allocated to our intangibles with finite lives and is being amortized over that life, as well as to goodwill and identifiable intangibles with indefinite lives, which will be evaluated on at least an annual basis to determine impairment and adjusted accordingly.

As required by our new senior secured credit agreement, we entered into an interest rate swap agreement on February 28, 2006 to provide for interest protection for an initial notional amount of $115.0 million declining to $10.0 million at the end of the term. The effective date of the swap agreement was March 31, 2006 and the termination date is March 31, 2011. Under the interest rate swap, we receive an interest rate equal to the 3-month LIBOR rate. In exchange, we pay a fixed rate of 4.99% on the notional amount.

Acquisitions and Dispositions

In October 2005, we acquired all of the stock of 4therapy for approximately $5.0 million in cash, including acquisition related expenses. In the event that 4therapy meets certain milestones relating to the generation of referrals in the first and second years after the closing, we are obligated to make certain earn-out payments in the amount of up to $1.8 million in the first year and up to $2.0 million in the second year. 4therapy is an online referral network in the substance abuse treatment market with approximately 150 individual internet sites. For the year ended December 31, 2004 4therapy had revenues of $0.7 million.

Effective as of September 30, 2005, we acquired substantially all of the assets of Wellness Resource Center for approximately $6.0 million in cash, including acquisition related expenses. Wellness Resource Center was, at the time of acquisition, a 37-bed residential treatment facility and is located in Boca Raton, Florida. For the year ended December 31, 2004 Wellness Resource Center had revenues of $3.6 million.

In September 2005, we acquired substantially all of the assets of Montecatini for approximately $4.7 million in cash, including acquisition related expenses. Montecatini was, at the time of acquisition, an 11-bed residential treatment facility and is located in Carlsbad, California. For the year ended December 31, 2004 Montecatini had revenues of $1.6 million.

In June 2005, we acquired substantially all of the assets of Sixth Street for approximately $0.8 million, including acquisition related expenses. Sixth Street is an opiate treatment facility located in Albuquerque, New Mexico. For the year ended December 31, 2004 Sixth Street had revenues of $0.6 million.

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In May 2005, we acquired substantially all of the assets of Sierra Tucson for approximately $132.1 million, including acquisition related expenses of $2.7 million, and assumed certain of its liabilities. Sierra Tucson was, at the time of acquisition, a 91-bed residential treatment facility and is located outside Tucson, Arizona. For the year ended December 31, 2004 Sierra Tucson had revenues of $29.9 million.

In December 2004, we sold the assets of Stonehedge Convalescent Center, L.P., or Stonehedge, a nursing home located in Massachusetts acquired in the CAPS transaction (see below), for $2.0 million. We sold fixed assets with a net book value of $2.2 million. In addition, goodwill of $1.5 million and intangible assets of $0.3 million were included in the carrying amount of Stonehedge for determining the loss on disposal. We incurred $0.3 million in transaction related expenses in connection with this sale, resulting in a loss on the transaction of $2.2 million.

In July 2004, we acquired all of the stock of Sheltered Living Incorporated, doing business as The Life Healing Center, or LHC, for approximately $15.9 million, plus acquisition related expenses of $0.8 million. LHC was, at the time of the acquisition, a 39-bed residential treatment facility located in Santa Fe, New Mexico. For the year ended December 31, 2003 LHC had revenues of $6.0 million.

In December 2003, we acquired all of the stock of National Specialty Clinics, Inc., or NSC, for approximately $91.6 million, plus acquisition related expenses of $1.9 million. At the time of the acquisition, NSC operated 17 opiate treatment clinics located in Georgia, Indiana, Kansas, Louisiana, Tennessee and West Virginia. For the year ended December 31, 2002 NSC had revenues of $26.6 million.

In February 2003, we acquired all of the stock of Comprehensive Addiction Programs, Inc., or CAPS, for approximately $39.5 million, plus acquisition related expenses of $1.9 million. At the time of the acquisition, CAPS operated a nursing home and five residential treatment facilities with a total of 363 beds and operated six opiate treatment clinics. The facilities and clinics are located in Delaware, Florida, Maryland, Massachusetts, North Carolina, Pennsylvania, South Dakota and Virginia. For the year ended December 31, 2002 CAPS had revenues of $37.8 million.

In February 2003, we acquired substantially all of the assets of the Center for Behavioral Health of California, Inc., or CBH, for approximately $3.4 million, including acquisition related expenses, and assumed certain of its liabilities. At the time of the acquisition, CBH was an opiate treatment clinic located in California. For the year ended December 31, 2002 CBH had revenues of $2.0 million.

Revenue

We generate revenue by providing treatment services to patients in both inpatient and outpatient settings. Revenue is recognized when treatment services are provided to a patient. During the year ended December 31, 2005, we generated 75% of our net revenue from non-governmental sources, including 54% from self payors and 21% from commercial payors. Revenue from Sierra Tucson is only included following the date of acquisition on May 11, 2005 and, therefore, is not included in our financial results for the first quarter of 2005, nor in our same-facility comparisons. Sierra Tucson generates effectively all of its revenue from self payors. Substantially all of our government program net revenue was received from multiple counties and states under Medicaid and similar programs.

In accordance with SFAS No. 141, Business Combinations, consolidated unearned revenue of $3.5 million was recorded at fair value on February 6, 2006, the date of the closing of the Transactions. Accordingly, $1.5 million of profit ($1.4 million and $0.1 million, relating to our residential treatment division and our opiate treatment division, respectively) associated with the unearned revenue was not carried forward and was not recognized as revenue by us during the two months ended March 31, 2006 (“unearned revenue adjustment”). All amounts presented herein include the unearned revenue adjustment, except as otherwise noted.

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Our consolidated same facility revenue growth rates for the years ended December 31, 2003, 2004 and 2005, were 10.7%, 10.4% and 8.5%, respectively. Including the one-time effect of a $3.3 million adjustment to revenue and accounts receivable of White Deer Run, or WDR, in 2003, our consolidated same facility revenue growth rates for the years ended December 31, 2003 and 2004, were 4.6% and 14.1%, respectively.

Including the one-time effect of the $3.3 million adjustment to revenue and accounts receivable, our consolidated revenue growth rates for the years ended December 31, 2003, 2004 and 2005 were 79.2%, 61.6%, and 26.2%, respectively.

During the quarter ended March 31, 2006, our consolidated same-facility net revenue increased 5.9% compared to the same period last year. Excluding the one-time effect of the unearned revenue adjustment, our growth in consolidated same-facility net revenue was 7.6%.

Operating Expenses

Our operating expenses include salaries and benefits, supplies and facilities costs, insurance, provision for bad debts, depreciation and amortization and acquisition related costs. Operating expenses for our residential treatment and opiate treatment divisions exclude corporate level general and administrative costs (i.e., expenses associated with our corporate offices in Cupertino, California, which provide management, financial, human resources and information system support), and expenses associated with eGetgoing.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses included in the financial statements. Estimates are based on historical experience and other information then currently available, the results of which form the basis of such estimates. While we believe our estimation processes are reasonable, actual results could differ from our estimates. The following describe the estimates considered most critical to our operating performance and involve the most subjective and complex assumptions and assessments.

Revenue Recognition

Patient service revenue is reported when rehabilitation and patient services are provided. Patient service revenue includes amounts estimated by management to be reimbursable from third party payors (commercial and government) under provisions of pre-negotiated contracts and authorizations by payors for anticipated services to be rendered. Provisions for estimated third party payor settlements are provided for in the period the related services are rendered and adjusted in future periods as final settlements are determined. We account for the differences between the estimated reimbursement rates and our standard billing rates as contractual adjustments, which we deduct from gross revenues to arrive at net revenues. Final settlements under some of our government contracts are subject to adjustment based on administrative review and audit by third parties. Based on historical experience with individual third parties, we estimate adjustments resulting from their administrative review and audit of services rendered, and we record those adjustments in the periods for which those services were performed. We account for adjustments to previous reimbursement estimates as contractual adjustments and report them in the periods during which such adjustments become known.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from non-payment of patient accounts receivable and third party billings and notes receivable from payors. We record bad debt expense monthly using a percentage of revenue approach that reflects our historical experience. In evaluating the collectibility of accounts receivable, we consider a number of factors, including the age of the accounts, changes

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in collection trends, the composition of patient accounts by payor, the status of ongoing disputes with third party payors and general industry conditions. If the financial condition of our payors were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We do not have any significant concentration of accounts receivable in any payor or governmental agency and do not believe there are significant credit risks associated with reimbursement from any of our payors. If, at March 31, 2006, we were to recognize an increase of 10% in the allowance for our doubtful accounts, our total current assets would decrease by $0.5 million, or 1.1%.

Evaluation of Goodwill and Intangibles

Goodwill arising from business combinations is capitalized. Goodwill and indefinite life intangibles are not amortized but are subject to an impairment test at least annually. In addition, we assess the carrying value and future useful lives of goodwill whenever events or changes in circumstances indicate that impairment may have occurred or that the future life has diminished.

Other identifiable intangible assets, which include the value assigned to certain certificates of need, regulatory licenses, a covenant not to compete, trademarks and tradenames and to certain third party reimbursement contracts obtained by us through acquisition, are reported separately from goodwill. We do not amortize intangible assets determined to have an indefinite useful life, which include the value assigned to the certificates of need, certain regulatory licenses and trademarks and tradenames. Other intangibles are amortized on a straight-line basis over the estimated useful life of the underlying contracts, generally 30 years for contracts and licenses, three to five years for the covenant not to compete, five years for the core developed technology, and two to three years for the registration rights. Other intangible assets not subject to amortization are also subject to an impairment test at least annually.

Income Taxes

As part of our process for preparing our consolidated financial statements, management is required to compute income taxes in each of the jurisdictions in which we operate. This process involves estimating the current tax benefit or expense of future deductible and taxable temporary differences. The future deductible and taxable temporary differences are recorded as deferred tax assets and liabilities which are components of our balance sheet. Management then assesses our ability to realize the deferred tax assets based on reversals of deferred tax liabilities and, if necessary, estimates of future taxable income. A valuation allowance for deferred tax assets is established when we believe that it is more likely than not that the deferred tax asset will not be realized. Management must also assess the impact of our acquisitions on the realization of deferred tax assets subject to a valuation allowance to determine if all or a portion of the valuation allowance will be offset by reversing taxable differences or future taxable income of the acquired entity. To the extent the valuation allowance can be reversed due to the estimated future taxable income of an acquired entity, then our valuation allowance is reduced accordingly as an adjustment to purchase price.

Stock Options

Prior to January 1, 2006 we accounted for our stock-based compensation plan in accordance with SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”), as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure (“SFAS No. 148”). As permitted under SFAS No. 123, we used the intrinsic value-based method of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”) to account for our employee stock-based compensation plan. Under APB No. 25, compensation expense was based on the difference, if any, on the date of grant, between the fair value of our shares and the exercise price of the option. Compensation cost for stock options, if any, was recognized ratably over the vesting period. Accordingly, no compensation expense has been recognized under our stock-based compensation plan prior to January 1, 2006. Compensation expense has been recognized for options granted to non-employees prior to January 1, 2006. We accounted for stock options issued

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to non-employees in accordance with the provisions of SFAS No. 123 and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services.

On January 1, 2006 we adopted the provisions of SFAS No. 123R, Share-Based Payments (“SFAS No. 123R”), using the prospective transition method and therefore have not restated results for prior periods. During the quarter ended March 31, 2006, we recorded stock-based compensation expense of $628,000 in accordance with SFAS 123R. The current period stock-based compensation recognized is based on the amortization of the fair value of stock options as determined on their date of grant using a Black-Scholes option valuation model for grants made under the Management Plan and tranches 1 and 3 of the Executive Plan. See “Management—Employee Benefit Plans.” We used the Monte Carlo simulation approach to a binominal pricing model to determine the fair value of tranche 2 of grants under our Executive Plan. The estimate of fair value of our granted awards is based upon certain assumptions including probability of achievement of performance conditions and market conditions for grants under our Executive Plan, stock price volatility, risk-free interest rate, dividend yield, expected life in years and forfeiture rate.

We made the following assumptions in our use of the above models:

• Annual EBITDA (earnings before interest, taxation, depreciation and amortization) targets would be achieved each year as defined in the Executive Plan.

• Stock price was simulated over a ten year period using a binomial pricing model. Expected volatility of 57% was utilized and was based on historical volatility of comparable public companies for periods corresponding to the effective lives of our plans.

• We utilized the yield on a constant maturity U.S. Treasury security with a term equal to the expected term of the option as the risk-free rate.

• We assumed no dividends would be paid over the option term.

• For the Management Plan and tranches 1 and 3 of the Executive Plan, we used an expected vesting term of five years; and for tranche 2 of the Executive Plan, we used an expected vesting term of five and one-half years.

• Forfeiture rate was assumed at 5% each year over the effective vesting period.

The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

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Results of Operations

The following tables illustrate our results of operations by segment and as a percentage of consolidated net revenue for the years ended December 31, 2003, 2004 and 2005 and the quarters ended March 31, 2005 and 2006 (dollars in thousands, except for percentages):

	Years Ended December 31,									Quarters Ended March 31,
	2003			2004			2005			2005			2006
										(unaudited)
Net revenue:
Residential treatment	$	65,962		$	86,551		$	124,858		$	24,192		$	36,799
Opiate treatment		36,501			78,925			83,847			20,277			21,518
Corporate/other		41			127			317			9			135
Net revenue	$	102,504		$	165,603		$	209,022		$	44,478		$	58,452
Operating expenses:
Residential treatment	$	56,858		$	67,404		$	92,457		$	18,701		$	27,494
Opiate treatment		27,388			49,945			52,971			12,974			14,174
Corporate/other		7,996			11,067			14,836			2,921			47,627
Write-off of intangibles		—			—			41			—			—
Total operating expenses	$	92,242		$	128,416		$	160,305		$	34,596		$	89,295
Income (loss) from operations:
Residential treatment	$	9,104		$	19,147		$	32,401		$	5,491		$	9,305
Opiate treatment		9,113			28,980			30,835			7,303			7,344
Corporate/other		(7,955	)		(10,940	)		(14,519	)		(2,912	)		(47,492	)
Income (loss) from operations	$	10,262		$	37,187		$	48,717		$	9,882		$	(30,843	)
Other income (expense)	$	(4	)	$	(12	)	$	2,199		$	8		$	637
Interest expense		(6,564	)		(13,965	)		(19,814	)		(3,489	)		(8,833	)
Other financing costs		(8,331	)		—			(2,185	)		—			(10,655	)
Income (loss) from continuing operations before income taxes	$	(4,637	)	$	23,210		$	28,917		$	6,401		$	(49,694	)
Income tax expense (benefit)		(3,081	)		9,996			10,916			2,714			(11,726	)
Net income (loss) from continuing operations	$	(1,556	)	$	13,214		$	18,001		$	3,687		$	(37,968	)
	Years Ended December 31,									Quarters Ended March 31,
	2003			2004			2005			2005			2006
										(unaudited)
	(% of Consolidated Net Revenue)
Net revenue:
Residential treatment		64.4	%		52.3	%		59.7	%		54.4	%		63.0	%
Opiate treatment		35.6	%		47.7	%		40.1	%		45.6	%		36.8	%
Corporate / other		0.0	%		0.0	%		0.2	%		0.0	%		0.2	%
Net revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Residential treatment		55.5	%		40.7	%		44.2	%		42.0	%		47.0	%
Opiate treatment		26.7	%		30.2	%		25.3	%		29.2	%		24.2	%
Corporate / other		7.8	%		6.7	%		7.1	%		6.6	%		81.5	%
Write-off of intangibles		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total operating expenses		90.0	%		77.6	%		76.6	%		77.8	%		152.7	%
Income (loss) from operations:
Residential treatment		8.9	%		11.6	%		15.5	%		12.4	%		16.0	%
Opiate treatment		8.9	%		17.5	%		14.8	%		16.4	%		12.6	%
Corporate / other		(7.8	)%		(6.7	)%		(6.9	)%		(6.6	)%		(81.3	)%
Income (loss) from operations		10.0	%		22.4	%		23.4	%		22.2	%		(52.7	)%

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Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005

Consolidated net revenue increased $14.0 million, or 31.4%, to $58.5 million in the quarter ended March 31, 2006 from $44.5 million in the quarter ended March 31, 2005. This increase was attributable to increases of $12.6 million, or 52.1%, in residential treatment net revenue, and $1.2 million, or 6.1%, in opiate treatment net revenue. The growth in residential treatment net revenue was in part attributable to a $1.8 million, or 7.6%, increase in same-facility net revenue, and in part to the $9.8 million and $1.1 million of net revenue generated by Sierra Tucson and Wellness Resource Center, which we acquired in May 2005 and September 2005, respectively. Our same-facility residential growth was driven in part by a 7.5% increase in patient census and a 0.1% increase in revenue per patient day (including the effect of the unearned revenue adjustment). Opiate treatment same-facility net revenue increased 3.9%. This increase was primarily attributable to an increase in the number of patients receiving treatment at our opiate treatment clinics. On a same-facility basis, opiate treatment clinic census increased 3.2% from an average daily census of 20,157 in the first quarter of 2005 to an average daily census of 20,799 in the first quarter of 2006.

Consolidated operating expenses increased $54.7 million, or 158.1%, to $89.3 million in the quarter ended March 31, 2006 from $34.6 million in the quarter ended March 31, 2005. This increase was attributable to an increase of $7.9 million, or 43.0%, in residential treatment operating expenses and an increase of $0.8 million, or 7.3%, in opiate treatment operating expenses before divisional administration expenses. Division administration expenses increased $0.9 million, or 267.9%, in our residential treatment division and increased $0.4 million or 24.1% in our opiate treatment division. Corporate/other expenses increased $44.7 million, or 1,530.5%. The increase in residential treatment operating expenses was in part attributable to a $1.9 million, or 10.3%, same-facility increase in operating expenses. Sierra Tucson and Wellness Resource Center, which we acquired in May 2005 and September 2005, respectively, contributed $5.0 million and $0.7 million to residential treatment division operating expenses. The increase in opiate treatment operating expenses was attributable to same-facility growth ($0.6 million, or 5.3% increase) and to operating expenses of start-up facilities ($0.3 million, or 40.8% increase). Expressed as a percentage of consolidated net revenue, corporate/other expenses increased to 81.5% in 2006 compared to 6.6% in 2005. The increase in corporate/other expenses was primarily attributable to one-time expenses of $43.7 million related to the Transactions and a non-cash charge of $0.6 million relating to option based employee compensation expense (not recognized in 2005). Excluding these charges, corporate/other expenses were 6.4% of consolidated net revenue in 2006.

Our consolidated operating margins declined to (52.7%) in the quarter ended March 31, 2006 from 22.2% in the quarter ended March 31, 2005, due primarily to the one-time expenses of $43.7 million related to the Transactions and a non-cash charge of $0.6 million relating to option based employee compensation expense. Excluding these charges, our consolidated operating margins were 23.0% in the quarter ended March 31, 2006 due to the impact of higher operating margins, relative to the company average, at Sierra Tucson which was acquired in May 2005, improved operating leverage from corporate and divisional administrative expenses, which were partially offset by an increase in amortization expense from the increase in intangible assets related to the Transactions. The decline in residential treatment same-facility income from operations before divisional administrative expenses was (0.7%) in the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005. Excluding the $0.6 million impact of the one-time unearned revenue adjustment related to purchase accounting, residential treatment same-facility income from operations increased 10.5%. Our opiate treatment same-facility income from operations before divisional administrative expenses increased 2.3% in the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005.

Consolidated income (loss) from operations before income taxes decreased $56.1 million in the first quarter of 2006 compared to the first quarter of 2005, primarily due to the above factors. Other income increased $0.6 million in the first quarter of 2006 due primarily to a gain recognized on the fair value of our interest rate swap. Interest expense and other financing costs increased $16.0 million, or 458.6%, to $19.5 million in the first quarter of 2006 from $3.5 million in the first quarter of 2005. This increase is attributable to the issuance of new senior and subordinated debt related to the Transactions and to the write-off of capitalized financing costs in the amount of $7.2 million from prior senior and subordinated debt that was refinanced as part of the Transactions. Income

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tax expense (benefit) decreased $14.4 million to a benefit of $11.7 million in the first quarter of 2006 from $2.7 million expense in the first quarter of 2005 due to the loss incurred in the first quarter of 2006 due primarily to one-time expenses of $43.7 million related to the Transactions. The effective tax rate declined from 42.4% for the first quarter of 2005 to 23.6% for the first quarter of 2006. This reduction relates primarily to the deduction of one-time costs in January 2006. Such one-time deductions include: payments for stock options and management bonuses; sellers’ fees paid at the closing of the Transactions; and write-offs of debt discount and capitalized financing costs. Without such one-time deductions, the effective tax rate for 2006 would have been 41.1%.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Consolidated net revenue increased $43.4 million, or 26.2%, to $209.0 million in 2005 from $165.6 million in 2004. This increase was attributable to increases of $38.3 million, or 44.3%, in residential treatment net revenue, and $4.9 million, or 6.2%, in opiate treatment net revenue. The growth in residential treatment net revenue was in part attributable to a $10.5 million, or 12.2%, increase in same facility net revenue and in part to the $3.6 million and $21.9 million of net revenue generated by LHC and Sierra Tucson, which we acquired in July 2004 and May 2005, respectively. Our same facility residential growth was driven in part by a 9.1% increase in patient census and a 2.9% increase in revenue per patient day. Opiate treatment same facility net revenue increased by 4.4%. This increase was primarily attributable to an increase in the number of patients receiving treatment at our opiate treatment clinics. On a same facility basis, opiate treatment clinic census increased by 3.4% from average daily census of 19,646 in 2004 to average daily census of 20,374 in 2005.

Consolidated operating expenses increased $31.9 million, or 24.8%, to $160.3 million in 2005 from $128.4 million in 2004. This increase was attributable to an increase of $24.6 million, or 37.3%, in residential treatment operating expenses and an increase of $3.5 million, or 8.0%, in opiate treatment operating expenses before divisional administration expenses. Division administration expenses increased by $0.5 million, or 32.2%, in our residential treatment division and declined by $0.4 million, or 6.4%, in our opiate treatment division. Corporate/other expenses increased by $3.8 million, or 34.1%, comprising a $4.8 million increase in corporate expenses and a $1.1 million decrease in eGetgoing operating expenses. The increase in residential treatment operating expenses was in part attributable to a $8.1 million, or 12.4%, same facility increase in operating expenses. LHC and Sierra Tucson, acquired in July 2004 and May 2005, respectively, contributed $2.4 million and $12.6 million to residential treatment division operating expenses. The increase in opiate treatment operating expenses was attributable to same facility growth ($1.7 million or 4.1% increase) and to operating expenses of start-up facilities ($1.8 million or 186.5% increase). Expressed as a percentage of consolidated net revenue, corporate/other expenses increased to 7.1% in 2005 compared to 6.7% in 2004. The increase in corporate/other expenses was primarily attributable to increased corporate management headcount, infrastructure costs and professional fees associated with the growth of our operations and costs associated with a contemplated initial public offering.

Our consolidated operating margins improved to 23.4% in 2005 from 22.4% in 2004, due primarily to improved profitability on a same facility basis in our residential treatment and opiate treatment divisions, the impact of higher operating margins, relative to the company average, at Sierra Tucson which was acquired in May 2005, and partially offset by an increase in corporate/other operating expenses. Residential treatment same facility growth in income from operations before divisional administrative expenses was 11.6% in 2005 compared to 2004. Our opiate treatment same facility income from operations before divisional administrative expenses increased 4.7% in 2005 compared to 2004.

Consolidated net income from continuing operations increased 36.2% in 2005 compared to 2004, primarily due to the above factors. Interest expense and other financing costs increased $8.0 million, or 57.5%, to $22.0 million in 2005 from $14.0 million in 2004. This increase is attributable to the placement of new senior debt related to the Sierra Tucson acquisition and to the write-off of capitalized financing costs in the amount of $2.2 million from prior senior debt that was refinanced as part of the Sierra Tucson acquisition. Other income of $2.2 million in the twelve months ended December 31, 2005 related to gains on interest rate swaps put in place as

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part of the senior debt agreements. Income tax expense increased $0.9 million, or 9.2%, to $10.9 million in 2005 from $10.0 million in 2004 due to higher income before income taxes. However, the effective tax rate declined from 43.1% for 2004 to 37.8% for 2005. This reduction relates to three factors: a change in the overall state tax rate due to the mix of state income, a research and development credit difference between the tax returns and the provision for 2004 and miscellaneous state tax payments in 2004.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Consolidated net revenue increased $63.1 million, or 61.6%, to $165.6 million in 2004 from $102.5 million in 2003. This increase was attributable to an increase of $20.6 million, or 31.2%, in residential treatment net revenue, and an increase of $42.4 million, or 116.2%, in opiate treatment net revenue. The growth in residential treatment net revenue was in part attributable to a $9.4 million, or 13.8%, increase in same facility net revenue and in part to $7.5 million in acquired net revenue made up of $4.5 million from CAPS, which we acquired in February 2003, and $3.0 million of acquired net revenue from LHC, which we acquired in July 2004. Including the one-time impact of a $3.3 million adjustment to revenue and accounts receivable at WDR as discussed below, residential treatment same facility growth was $12.8 million, or 19.5%, in 2004. The residential treatment same facility growth was primarily due to a growth in census of 11.6% as well as a 7.1% increase in revenue per patient day. Substantially all of the increase in our opiate treatment revenue was attributable to acquisitions including NSC in December 2003 and CAPS in February 2003. Opiate treatment same facility net revenue increased 3.5% due to both increases in census and revenue per patient day.

In 2003, based on a comprehensive review of billing and collection procedures at WDR, we changed our estimate of WDR accounts receivable collectibility which resulted in a reduction of $3.3 million in accounts receivable and net revenue.

Consolidated operating expenses increased $36.2 million, or 39.2%, to $128.4 million in 2004 from $92.2 million in 2003. This increase was attributable to an increase of $10.5 million, or 18.5%, in residential treatment operating expenses, an increase of $22.6 million, or 82.4%, in opiate treatment operating expenses and an increase of $3.1 million, or 38.4%, in corporate/other operating expenses. Approximately one half of the increase in residential treatment facility operating expense was attributable to same facility growth and approximately one half to the CAPS and LHC acquisitions. Substantially all of the increase in opiate treatment operating expenses was attributable to the NSC acquisition. Expressed as a percentage of consolidated net revenue, corporate/other expenses decreased to 6.7% in 2004 compared to 7.8% in 2003. This decrease as a percentage of net revenue was primarily the result of a $1.6 million, or 51.1%, reduction in eGetgoing operating expenses.

Our consolidated operating margins improved to 22.4% in 2004 from 10.0% in 2003, due primarily to a 73.2% increase in residential treatment same facility income from operations and a 9.4% increase in opiate treatment same facility income from operations before division administration expenses. Our 2004 consolidated operating margins benefited from the full year impact of the 2003 NSC and CAPS acquisitions and the 2004 LHC acquisition, all of which contributed higher operating margins. Our residential treatment same facility income from operations, excluding the one-time impact of the $3.3 million adjustment to revenue and accounts receivable at WDR discussed above, increased 32.2% as a result of relative higher margins at WDR, revenue growth at our residential treatment division and margin expansion at existing facilities. Our opiate treatment same facility income from operations increased due to increased revenues and margin expansion at existing facilities.

Consolidated net income from continuing operations increased by $14.8 million, to $13.2 million in 2004 from ($1.6) million in 2003. This increase was driven primarily by the factors described above, as well as an $8.3 million write-off of capitalized financing costs in 2003 due to termination of a credit agreement, partially offset by a tax benefit in the same period. Interest expense increased by $7.4 million due primarily to increased debt placed in December 2003 to finance the purchase of NSC.

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Historical Liquidity and Capital Resources

Our principal sources of liquidity for operating activities are payments from self pay patients, commercial payors and government programs for treatment services. We receive most of our cash from self payors in advance or upon completion of treatment. Cash revenue from commercial payors and government programs is typically received upon the collection of accounts receivable, which are generated upon delivery of treatment services.

Working Capital

Working capital is defined as total current assets, including cash, less total current liabilities, including the current portion of long-term debt.

We had working capital of $21.3 million on March 31, 2006, $2.3 million on December 31, 2005, $12.5 million on December 31, 2004 and $15.5 million on December 31, 2003. The increase in working capital from December 31, 2005 to March 31, 2006 was primarily attributable to a net increase in income tax receivable of $11.7 million (an increase in income tax receivable of $8.3 million and a decrease in income tax payable of $3.4 million) and a decrease in current portion of long-term debt of $9.1 million. The balance in income tax receivable resulted from a pre-tax book loss in the quarter ended March 31, 2006 due to charges to the Predecessor Company statement of operations in January 2006 in connection with the Transactions. Such charges included write-offs of discount on debt and capitalized financing costs; accrual for payment of stock options and management bonuses; and accrual for payment of sellers’ fees. The decrease in working capital from December 31, 2004 to December 31, 2005 was primarily attributable to higher accruals for costs related to the Transactions ($2.0 million) and to increased short-term borrowings related to acquisitions ($5.0 million) and to tax payments due in December ($3.0 million). The decrease in working capital from December 31, 2003 to December 31, 2004 was primarily attributable to an increase in income taxes payable of $5.2 million related to our increased profitability.

Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005

Cash used in operating activities was $18.0 million in the quarter ended March 31, 2006, compared to cash provided by operating activities of $4.8 million in the quarter ended March 31, 2005. The $22.8 million decrease in cash flows from operating activities was primarily due to the Transactions as follows:

• Change in net income after adjustment for nonrecurring items in the January 2006 Predecessor Company statement of operations related to the Transactions: $12.7 million

• Change in income tax payable related to one-time deductions in the January 2006 Predecessor Company statement of operations related to the Transactions: ($13.1 million)

• Treatment of sellers’ expenses as cash used in operating activities: ($24.4 million); and

• Other changes in working capital accounts of $2.0 million.

Cash used in investing activities was $430.8 million in the quarter ended March 31, 2006, compared to $1.1 million in the quarter ended March 31, 2005. Cash used in investing activities for the quarter ended March 31, 2006 increased due primarily to the payment of the purchase price to former shareholders in connection with the Transactions.

Cash provided by financing activities was $445.0 million in the quarter ended March 31, 2006, compared to cash used in financing activities of $1.6 million in the quarter ended March 31, 2005. The increase of $446.6 million provided by financing activities is primarily due to an equity contribution of $294.5 million from investment funds managed by our Sponsor, proceeds from borrowings of new debt (less debt financing costs) of $446.3 million, offset by increases in repayments of debt totaling $266.2 million and payments of $5.4 million relating to costs associated with the Transactions.

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Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Cash provided by operating activities was $23.8 million in 2005, compared to $25.6 million in 2004. The decrease in cash flows from operating activities was primarily due to increased working capital needs partially offset by higher net income from continuing operations.

Cash used in investing activities was $159.1 million in 2005, compared to $22.7 million in 2004. Cash used in investing activities for 2005 increased due primarily to the acquisitions of Sierra Tucson, Sixth Street, Montecatini, Wellness Resource Center and 4therapy.

Cash provided by financing activities was $129.8 million in 2005, compared to cash provided by financing activities of $0.6 million in 2004. The higher net cash provided by financing activities in 2004 compared to the comparable period in 2005 was attributable to a debt financing in connection with the Sierra Tucson acquisition in May 2005. In connection with the Sierra Tucson acquisition, we borrowed $205 million under a term loan expiring on May 11, 2011. A previously outstanding amount of $76 million under the credit agreement executed December 19, 2003 was repaid.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Cash provided by operating activities was $25.6 million in 2004, compared to $3.3 million in 2003. The improvement in cash flows from operating activities was primarily due to higher net income from continuing operations due to acquisitions and differences in timing of tax payments.

Cash used in investing activities was $22.7 million in 2004, compared to $139.0 million in 2003. Cash used in investing activities in 2004 was primarily the result of the acquisition of LHC for $16.6 million and $7.3 million of capital expenditures for facility improvements and expansion.

Cash used in investing activities for the year ended December 31, 2003 was primarily the result of $137.1 million used for acquisitions, including $93.0 million for NSC, $40.7 million for CAPS and $3.4 million for CBH, and facility improvements and capital expenditures of $2.4 million.

Cash provided by financing activities was $0.6 million in 2004, compared to $137.5 million in 2003. The acquisition of LHC in 2004 was funded by cash from operations, proceeds from the issuance of series C preferred stock and proceeds from our revolver loan (which was repaid later in 2004). In order to fund our 2003 acquisitions and refinance debt, we issued $63.7 million of series B and C preferred stock, entered into a $135.0 million credit facility, of which $125.0 million was funded, and issued $50.0 million in aggregate principal amount of senior subordinated notes. We repaid all of our $65.8 million then existing credit facility borrowings, repaid $21.0 million of outstanding senior and junior subordinated notes, repurchased $8.3 million of our common stock, paid $4.4 million in financing fees and redeemed $1.1 million of our preferred stock.

Financing and Liquidity—Following the Transactions

We intend to fund our ongoing operations through cash generated by operations, funds available under the revolving portion of our new senior secured credit facility and existing cash and cash equivalents. Our new senior secured credit facility is comprised of a $245.0 million senior secured term loan facility and a $100.0 million revolving credit facility. See “Description of Senior Secured Credit Facility.” As part of the Transactions, we issued $200.0 million in aggregate principal amount of senior subordinated notes. We anticipate that cash generated by current operations, the funds available under the revolving portion of our new senior secured credit facility and existing cash and cash equivalents will be sufficient to meet working capital requirements, service our debt and finance capital expenditures over the next twelve months.

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In addition, we may expand existing residential treatment and opiate treatment facilities and build or acquire new facilities. Management continually assesses our capital needs and will likely seek additional financing, including debt or equity, to fund potential acquisitions or for other corporate purposes. In negotiating such financing, there can be no assurance that we will be able to raise additional capital on terms satisfactory to us. Failure to obtain additional financing on reasonable terms could have a negative effect on our plans to acquire additional residential treatment facilities and opiate treatment clinics. We believe our non-expansion capital expenditures are approximately $4.0 to $5.0 million per year. We expect to spend an additional $20.0 to $25.0 million over the next 18 to 24 months and a total of $35.0 to $40.0 million over the next five years for expansion projects, systems upgrades and other related initiatives.

Historical Indebtedness

Our indebtedness was $123.3 million at December 31, 2004 and $259.9 million at December 31, 2005, including $6.6 million and $11.6 million current portions, respectively. In February 2006 we repaid all of our existing indebtedness in connection with the Transactions. On May 11, 2005, we acquired substantially all of the assets of Sierra Tucson for $129.4 million in cash. In connection with the Sierra Tucson acquisition, we also refinanced our then outstanding $73.8 million of term loans and repaid $1.9 million in aggregate principal amount of our then outstanding promissory notes. The Sierra Tucson acquisition and refinancing was funded primarily with a senior secured credit facility entered into in connection with the acquisition, comprised of a $205.0 million six year term loan and a $25.0 million five year revolving credit facility.

As of December 31, 2005, we had $13.0 million of available liquidity under our revolving credit facility, net of $2.5 million committed under letters of credit and $9.5 million drawn down under this facility.

At the time of our acquisition of Sierra Tucson, we continued to have $50.0 million in aggregate principal amount of senior subordinated notes outstanding, which we issued in December 2003 in connection with our acquisition of NSC. These notes were repaid in connection with the Transactions.

In May 2005, we terminated an interest rate swap that had been in place since February 2004 under the credit agreement in place at that time. This swap provided interest rate protection for an aggregate notional amount of $40.0 million. We recorded a gain of $0.6 million, included in other income, on the termination.

In June 2005, we entered into an interest rate swap agreement to provide for interest rate protection for an aggregate notional amount of $100.0 million. This agreement had a maturity date of June 30, 2008. However, we terminated this agreement coincident with the Transactions. For the period ended December 31, 2005, we recorded a noncash gain of approximately $1.6 million to reflect the change in the fair value of the swap.

Obligations and Commitments

The following table sets forth our pro forma contractual obligations (including interest on the term loans and the notes) as of December 31, 2005 as if the Transactions had taken place on that date (dollars in millions):

	Total		Less Than 1 Year		1-3 Years		4-5 Years		Thereafter
Term loan, including interest (i)	$	357.6	$	19.0	$	37.6	$	36.9	$	264.1
The notes, including interest (ii)		415.0		21.5		43.0		43.0		307.5
Operating leases		36.3		4.1		6.9		4.3		21.0
Total obligations	$	808.9	$	44.6	$	87.5	$	84.2	$	592.6

(i) Interest rate is calculated using three month LIBOR plus 2.25%, which equals to 6.80%.

(ii) Stated interest rate of 10.75% per the indenture.

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Impact of Inflation and Economic Trends

Although inflation has not had a material impact on our results of operations, the healthcare industry is very labor intensive and salaries and benefits are subject to inflationary pressures as are supply costs which tend to escalate as vendors pass on rising costs through price increases. Some of our facilities are experiencing the effects of the tight labor market, including a shortage of counselors and nurses, which has caused and may continue to cause an increase in our salaries, wages and benefits expense in excess of the inflation rate. Although we cannot predict our ability to cover future cost increases, we believe that through adherence to cost containment policies, labor management and reasonable price increases, the effects of inflation on future operating margins should be manageable. Our ability to pass on increased costs associated with providing services to our patients may be, in some cases, limited by our contractual arrangements with third party payors.

The behavioral healthcare industry is typically not directly impacted by periods of recession, erosions of consumer confidence or other general economic trends as most healthcare services are not considered a component of discretionary spending. However, our facilities may be indirectly negatively impacted to the extent such economic conditions result in decreased reimbursements by federal or state governments or managed care payors. Furthermore, facilities such as Sierra Tucson that have a high proportion of private pay patients are more likely to be affected by general economic trends. We are not aware of any economic trends that would prevent us from being able to remain in compliance with all of our debt covenants and to meet all required obligations and commitments in the near future.

Recently Issued Accounting Standards

In connection with the senior subordinated note and warrant purchase agreement, we issued warrants to lenders. We have previously accounted for warrants issued under this agreement as equity in accordance with EITF 00-19. In June 2005, the Financial Accounting Standards Board, or the FASB, issued FASB Staff Position, or FSP, No. 150-5, Issuer’s Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable. Implementation of FSP No. 150-5 requires us to account for the above warrants as liabilities and to recognize the warrants at their fair value with the difference between the fair value and the carrying value being recognized as a cumulative change in accounting principle. These warrants are revalued at the end of each reporting period at their fair value, with the difference recognized through statement of operations. On January 1, 2006 we adopted FSP 150-5 and it did not have any impact on our consolidated financial statements.

We previously accounted for changes in accounting principles under Accounting Principles Board, or APB, Opinion No. 20, Accounting Changes. As required under APB No. 20, we recognized changes in accounting principles by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS No. 154 requires retrospective application of changes in accounting principles to prior periods’ financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. On January 1, 2006 we adopted SFAS No. 154 and it did not have any impact on our consolidated financial statements.

In October 2005, the FASB issued FASB Staff Position, or FSP, FAS 13-1, Accounting for Rental Costs Incurred During a Construction Period, to specify the proper accounting for rental costs associated with building or ground operating leases during a construction period. The FASB concluded that there is no distinction between

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the right to use a leased asset during the construction period and the right to use that asset after the construction period. Accordingly, a lessee may not capitalize rental costs incurred during a rental period. On January 1, 2006 we adopted FSP FAS 13-1 and it did not have any impact on our consolidated financial statements.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

We are subject to interest rate risk in connection with our long-term debt. Our principal interest rate exposure relates to the term loans outstanding under our new senior secured credit facility. We have $245.0 million in term loans outstanding, bearing interest at variable rates. Each quarter point change in interest rates would result in a $0.6 million change in annual interest expense on our new term loans. We also have a new revolving credit facility, which provides for borrowings of up to $100.0 million, which will bear interest at variable rates. Assuming the revolver is fully drawn, each quarter point change in interest rates would result in a $0.3 million change in annual interest expense on our new revolving credit facility. We entered into an interest rate swap agreement, effective as of March 31, 2006, to exchange floating for fixed interest rate payments to reduce interest rate volatility.

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BUSINESS

Company Overview

We are a leading provider of substance abuse treatment services in the United States. We also provide treatment services for other addiction diseases and behavioral disorders such as eating disorders. We deliver our services through our residential treatment facilities and through our outpatient opiate treatment clinics, which we refer to as our residential and opiate treatment divisions. As of March 31, 2006 we operated 89 facilities in 21 states and treated approximately 22,700 patients per day, which we believe makes us the largest and most geographically diversified for-profit provider of substance abuse treatment services in the United States. Since our inception in 1995, we believe that we have developed a reputation for outstanding clinical care and as a result have become a provider of choice throughout the communities we serve.

Our unique business model provides us with competitive and financial advantages. We benefit from an attractive payor mix, with approximately 75% of our revenue for 2005 generated from non-governmental sources, including 54% from self payors and 21% from commercial payors. We receive most of our self pay revenue in advance or upon completion of treatment, which contributes to low receivables balances and minimal reimbursement risk. We also have highly diversified revenue streams that are not dependent on any single facility, payor or referral source, which we believe adds to the stability of our business. In 2005, on a pro forma basis, our top five facilities generated 33.5% of total net revenue, and no single commercial payor contract made up more than 1.7% of total net revenue. In addition, no single referral source resulted in a significant portion of our revenues. Our large third party payor network of approximately 750 payors allows us to maintain strong referral conversion rates at our facilities. Finally, our minimal maintenance capital expenditure requirements allow for a significant portion of our cash flow to be available for debt service and investment in our business.

We experienced same facility revenue growth of 10.7%, 10.4% and 8.5% for the years ended December 31, 2003, 2004 and 2005, respectively. On a pro forma basis for the year ended December 31, 2005, we generated $226.8 million in net revenue.

Industry Overview

Addiction is a chronic disease that adversely affects the lives of millions of Americans. One of the most common and serious addictions is substance abuse, which encompasses the abuse of alcohol and drugs. Without treatment, substance abuse can lead to depression, problems at home or work, and in some cases, physical injury or death. In 2001, expenditures for treatment of substance abuse in the United States totaled $18.3 billion. In 2004, 23.5 million persons aged 12 or older needed treatment for an alcohol or drug use problem, but only 2.3 million, or 10% of those afflicted, received treatment in inpatient or outpatient facilities. The prevalence of substance abuse continues to grow as evidenced by the fact that, in 2004, the number of individuals needing treatment for substance abuse grew 5.9% over 2003 reported levels. This growth has been due to several factors including the declining cost of illegal drugs, the availability of new formulations of existing drugs and the increasing abuse of prescription painkillers. There is also evidence of increasing alcohol use. Between 1995 and 2001, the number of binge drinking episodes per person increased 35%. The Substance Abuse and Mental Health Services Administration estimated that in 2004 approximately 55 million Americans aged 12 and older (22.8% of the U.S. population) participated in binge alcohol use, defined as five or more drinks on one occasion, in the past month. Approximately 16.7 million Americans, or 7.0% of the U.S. population, are considered to be heavy drinkers, defined as binge drinking five or more times per month. Furthermore, there is increasing recognition by private and public payors that failure to deliver early treatment for substance abuse generally results in higher acute-care hospital costs. Treatment providers for this large and growing problem are highly fragmented, with services being provided by over 13,000 different facilities of which only 26% are operated by for-profit organizations. Due in part to the regulatory and land use hurdles of opening new substance abuse treatment facilities, we believe that supply of residential substance abuse treatment services is constrained in the United States as evidenced by high industry-wide utilization rates.

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Addiction and Treatment

Addiction is a complex, neurologically based, life-long disease that can encompass a broad range of activities from use of illegal substances to compulsive eating. One of the most common and serious addictions is substance abuse, which encompasses the abuse of alcohol and drugs. While the initial behavior of addiction manifests itself through conscious choices, such behavior can develop into a long-term neurological disorder.

There is no uniform treatment protocol for all substance abuse patients. Effective treatment includes a combination of medical, psychological and social treatment programs. These programs may be provided in inpatient and outpatient residential facilities and opiate treatment clinics.

Residential Treatment. Residential treatment consists of extensive inpatient programs and short term outpatient programs that begin with a thorough assessment and evaluation process. Treatment usually starts with a medically intensive detoxification process followed by structured programs, including twelve step programs, to support recovery. Twelve step programs, some of the industry’s most prevalent treatment models, provide structured guidelines for recovery in a group setting, and can be applied to treat substance abuse and other addictions and behavioral disorders.

Opiate Treatment. Opiate treatment involves medication, counseling, laboratory work, physicals and medical review. These treatments are founded on the scientifically-based premise that following the extended use of certain illicit drugs such as heroin and other opiates, brain chemistry and function fundamentally change in such a way that patients are unable to free themselves of addiction and lead normal lives. While there is no medication that can reverse this change, certain products such as methadone can effectively stabilize an opiate addicted patient. Through a closely monitored program that includes medical reviews and counseling, medication assisted treatment allows patients the opportunity to restore their lives.

Due to its 40-year history of research, proven efficacy for long-term addiction patients and low cost, methadone is the most frequently used medication to treat individuals addicted to opiates. Methadone relieves physical cravings and normalizes brain function while blocking the euphoric effects of opiates. Medical personnel typically administer methadone orally under the supervision of a licensed medical professional in federally regulated clinics. Buprenorphine is another medication that may be used to treat opiate addiction. Buprenorphine is not as widely used as methadone as a result of its limited history, higher cost and clinical limitations. One population most likely to be treated with buprenorphine are young patients who have been addicted to opiates for a short time.

Other Addiction Diseases and Behavioral Disorders

Other addiction diseases and behavioral disorders include eating disorders, pain management, sexual compulsivity, compulsive gambling, mood disorders and emotional trauma. Among these diseases, eating disorders and chronic pain management represent large underserved treatment markets. These segments are highly fragmented with no national provider.

A patient with an eating disorder is engaged in a persistent pattern of dysfunctional eating or dieting which can cause significant emotional and physical distress. Eating disorders, including anorexia, bulimia and binge eating, can result from many different factors including family environment and self-image. As of October 2003, up to 12 million people, mostly females, were believed to suffer from eating disorders. If left untreated, this disease has the highest mortality rate of any behavioral disorder at 20%. Treatment for eating disorders has been shown to reduce this mortality rate to approximately 2% to 3%. Per diem revenue for treatment of eating disorders is typically higher than for treatment of chemical dependency.

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Our Business Strengths

We believe that the following business strengths will enable us to successfully operate and grow our business:

Largest Provider of Substance Abuse Treatment Services. We believe we are the largest for-profit provider of residential substance abuse treatment and outpatient opiate abuse treatment in the United States in terms of revenues, average daily census, capacity and geographic breadth. Our 89 facilities are well known to patients, local communities, third party payors, referral sources and regulators for the high quality of the treatment services they provide. Two of our facilities, Sierra Tucson and The Life Healing Center, have national reputations for their high quality treatment. Our relationships within the communities in which we serve provide us with a strong base of business and opportunities for growth. We believe that our scale and experience also provide us with a significant competitive advantage in marketing our services locally and nationally, generating cross-site referrals, obtaining and maintaining contracts with approximately 750 third party payors and overcoming the regulatory hurdles of opening and maintaining substance abuse treatment facilities.

Highly Diversified Revenues and Attractive Payor Mix. We generate revenue from three types of payors: self payors, commercial payors and government programs. For the year ended December 31, 2005, we generated approximately 75% of our total net revenue from non-governmental sources, including 54% from self payors and 21% from commercial payors. We receive most of our self pay revenue in advance or upon completion of treatment, which contributes to low bad debt expenses, low working capital requirements and strong cash conversion. The 25% of total net revenue we received from government programs during the year ended December 31, 2005 is from separate contracts with multiple counties and states through Medicaid and similar programs. Our revenues are not dependent on any single facility, payor or referral source. In 2005, on a pro forma basis, no single commercial payor contract accounted for more than 1.7% of our total net revenue, and our top five facilities generated 33.5% of our total net revenue. We believe that our highly diversified revenue sources and attractive payor mix contribute to the stability and growth potential of our business.

Strong Referral Networks and Payor Relationships. We have many relationships with major managed care companies, unions, large corporations, counties, states and other third party payors, which are reflected in our more than 650 commercial contracts and approximately 100 contracts with county, state and federal payors. Our broad portfolio of payor contracts increases the likelihood that referred patients will be covered by a payor with which we have a contract. We believe our strong referral conversion rate is due in part to our large number of third party payor contracts. In addition, our strong relationships with third party payors, as evidenced by our greater than 99% retention of existing third party payor contracts in each year since 2002, facilitate obtaining new contracts, allowing us to increase census and utilization at new and acquired facilities. We have a large and diverse base of referral sources, including our payors, previously treated patients, physicians, therapists and other clinical professionals, other treatment facilities, community organizations, employee assistance professionals and law enforcement and judicial officials.

Commitment to High Quality, Science-Based Clinical Care. We are committed to delivering industry-leading, high quality, science-based clinical care at all of our facilities. We embrace a variety of clinical protocols, including new protocols as they are scientifically validated. In addition, we are committed to developing the skills and professionalism of our clinical staff through on-going training and education. Substantially all of our residential and opiate treatment facilities are accredited by either the Joint Commission on Accreditation of Health Organizations (JCAHO) or the Commission on Accreditation of Rehabilitation Facilities (CARF), making them eligible for reimbursement by third party payors.

Strong Financial Performance and Cash Conversion. We have achieved strong and consistent business growth through organic same facility growth, capacity expansions, start-ups and acquisitions.

• Strong Operating Performance. We experienced same facility revenue growth of 10.7%, 10.4% and 8.5% for the years ended December 31, 2003, 2004 and 2005, respectively. This organic revenue growth has largely been driven by annual average daily census growth at our facilities.

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• Strong Cash Conversion. Our low maintenance capital expenditure requirements, minimal working capital needs and high operating margins allow us to convert a significant proportion of our revenue to cash available for debt service or investment in our business. In 2005, our maintenance capital expenditures made up only 1.2% of our total net revenue.

• High Return on Incremental Capital Expenditures. We have demonstrated the ability to generate high returns on investment. Between January 2002 and December 2005, we completed 19 residential capacity expansions which expanded our capacity by a total of 202 beds. On projects such as these, our capital investments have frequently been paid back within one year. We have identified several additional capacity expansion projects and believe that these could realize similar performance.

Successful Execution and Integration of Acquisitions. Our management has demonstrated its ability to identify suitable acquisition candidates and to integrate and then substantially improve the financial performance of most of our acquired treatment facilities. Our ability to retain management teams of acquired facilities, identify and implement operating efficiencies and leverage our broad payor coverage and referral sources has contributed to the successful execution of our acquisition strategy. We have a successful track record of increasing census and operating income before corporate and divisional overhead in the facilities we acquire within one year of the acquisition. Our scale, access to capital, corporate infrastructure and experienced management team make us an attractive acquirer to treatment facility operators.

Experienced and Committed Management Team. We are managed by a proven team of senior healthcare executives. Our chief executive officer, chief financial officer, two division presidents, chief medical officer and executive vice president of business development have each spent at least ten years in the healthcare services industry. These executives are joined by a strong regional executive team and facility administrators whose experience in substance abuse treatment, in most cases, was gained within their specific local markets. Our senior management team has a significant financial stake in our business and is committed to executing our strategy.

Our Strategy

Our goal is to extend our position as the leading provider of treatment for addiction and related behavioral disorders nationwide, treating patients in every stage of their diseases. To accomplish this goal, we intend to grow our business organically and through acquisitions.

Continue Strong Organic Growth. We have achieved greater than 8.5% same facility revenue growth in each year since the year ended December 31, 2002. We believe that this growth has been generated through a combination of our strong referral networks and payor relationships, high quality, science-based clinical care and wide range of clinical programs, strong marketing programs, strong reputation and robust industry demand growth. To accommodate this growth while maintaining high occupancy, we have successfully completed 19 residential capacity expansions since January 2002 and will continue to increase capacity at our residential treatment facilities and opiate treatment clinics in a manner commensurate with our organic growth. Our facilities that have previously undertaken capacity expansions have generally returned to pre-expansion utilization rates within 24 months and have frequently paid back capital investments within one year. We will continue to use the same criteria for the identification of capacity expansion opportunities that have led to our successful track record.

Drive Census Through Enhanced Marketing Capabilities. Based on our strong reputation, broad geographic presence and robust marketing capabilities, we will continue to focus on generating increased referrals nationwide to further drive organic census growth. Our referral generation efforts include internet marketing, strong local and regional marketing efforts targeted at referral sources and potential patients, and national branding efforts. In addition to our established marketing efforts, in 2004 we created the National Resource Center, or NRC, a centralized call center, to respond to inquiries generated from the internet and to facilitate cross-facility referrals. To strengthen our internet marketing, in 2005 we acquired 4therapy, a leading online

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referral network with websites that collectively rank first or second in queries on major internet search engines for 40 out of 60 relevant substance abuse keywords. We will continue to leverage the capabilities of the NRC and 4therapy to take advantage of the increasing use of the internet as a healthcare resource and to convert internet referrals into increased census in our facilities.

Expand our Treatment Services. Our expertise, scale and resources provide a platform for us to expand both the types of services we provide and the addictions and other behavioral disorders we treat. For example, a large and fragmented treatment area that we have identified for growth is eating disorders, which can be treated with protocols similar to those we utilize for the treatment of substance abuse. We currently treat eating disorders at our Sierra Tucson, Center for Hope of the Sierras, Montecatini and The Life Healing Center facilities. Other opportunities we continue to explore include alternative opiate treatment offerings, methamphetamine programs and chronic pain management.

Selectively Acquire Additional Facilities. We will continue to selectively pursue acquisitions to grow our business. Before we contemplate an acquisition, we undergo a rigorous due diligence process which includes a careful review of the financial statements and information systems of a potential acquisition and the development of a strategic plan for its integration and growth. We also strictly adhere to measures that ensure strategic fit and price discipline in our acquisitions.

Our Business

We deliver our services through our residential and opiate treatment divisions. On a pro forma basis for the year ended December 31, 2005, our residential treatment division generated approximately 62.8% of revenues while our opiate treatment clinics generated approximately 37.1% of revenues. In addition, our corporate/other division generated approximately 0.1% of revenues on a pro forma basis, through activities associated with eGetgoing, an online treatment services enterprise.

Residential Treatment Division

Our residential treatment division provides treatment services both on an inpatient and outpatient basis to patients suffering from chronic addiction diseases and related behavioral disorders. This division operated 21 inpatient and 18 outpatient facilities in ten states as of March 31, 2006. On average, our inpatient residential facilities have been operating for over 18 years and have established strong relationships with referral sources and have longstanding ties to the local community, through among other things, the presence in those communities of successfully treated patients and their families. As of March 31, 2006, we had 1,371 available beds in our facilities and treated approximately 1,200 patients per day. Each of our residential facilities is accredited by either JCAHO or CARF, with the exception of The Life Healing Center, Montecatini and Center for Hope of the Sierras, which, due to the nature of their payor profiles, would not necessarily benefit from accreditation.

The majority of our residential services are provided to patients who abuse addictive substances such as alcohol, illicit drugs or chemicals. Some of our facilities also treat other addictions and behavioral disorders such as eating disorders, chronic pain management, sexual compulsivity, compulsive gambling, mood disorders and emotional trauma.

Our treatment programs provide detoxification, counseling programs, education, lectures and group therapy. The goal of inpatient treatment is to assess and evaluate the medical, psychological and emotional needs of the patient and to address these needs in the treatment process. Following this assessment, an individualized treatment program is designed to provide a foundation for a lifelong recovery process. Our programs emphasize abstinence and the importance of social involvement, and utilize twelve step programs.

Our inpatient services are provided to both adult and adolescent patients in a peaceful setting that is removed from the pressures, pace and temptations of a patient’s everyday life. Our inpatient facilities house and care for patients over an extended period (21 days on average) and typically treat patients from a broadly defined regional market.

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Our outpatient programs are conducted at either free-standing facilities (primarily located in urban areas and convenient for the patient) or in a designated space at our inpatient facilities. This level of care is mainly intended to provide the patient with a longer treatment period, as efficacy of treatment is believed to be closely tied to length of time spent in treatment.

Our treatment facilities deliver care at various levels of intensity which allows us to facilitate effective treatment. We treat medically stable adult and adolescent patients at any stage in the lifecycle of their disease. Upon admission, a patient enters an appropriate stage in our continuum of care depending on the patient’s diagnosis, the level and acuity of the disease and related treatment requirements.

• Detoxification. Detoxification is usually conducted at an inpatient facility. It is prescribed for patients with physical or psychological dependence. A patient typically enters a three to four day detoxification program, during which time medication is administered to counter physical withdrawal symptoms. The patient is monitored by nurses and medical personnel to ensure that withdrawal is processed safely without complications.

• Treatment Program. After the detoxification phase, or if detoxification is not required, the patient may enter into one of three levels of treatment, inpatient, partial inpatient or outpatient, depending on the patient’s needs.

• Inpatient Residential Program. In the inpatient residential treatment program, the length of stay generally lasts from one to four weeks, with an average of approximately three weeks. Patients live at the facility and receive medical services as needed. During this time, patients receive the following services: individual and group counseling sessions, education, lectures and group therapy. Recreational activities are also incorporated into the program. Group counseling topics are determined by the patient assessment at admission and a treatment plan is developed with the cooperation of the patient. Treatment may also involve specialty group sessions on relapse prevention, anger, eating issues, cognitive behavioral therapy, gender issues, assertiveness, family issues and other special topics.

• Partial Inpatient Program. The partial inpatient program has the same daily schedule as the inpatient residential program. Some patients, depending on initial diagnosis and the severity of their illness, may begin at this stage and not require a period of detoxification or inpatient residential treatment. Partial inpatient program patients either go home following the completion of a day’s treatment schedule, which generally run from 8:00 a.m. to 9:00 p.m., or stay in off campus housing.

• Outpatient Program. We provide two levels of outpatient treatment. An intensive outpatient program consists of a minimum of 15 hours per week, usually divided into three sessions, over a three to four week period. A less intensive outpatient program usually consists of a three hour session, held two to three times per week for a three to four week period. A counselor develops an individualized treatment plan for each patient. Each patient meets regularly with the assigned counselor to evaluate progress and also attends group therapy sessions.

Other Services. Several addiction diseases, in addition to substance abuse, represent large underserved markets to which our residential treatment services may be provided. The treatment model used at our residential facilities to treat substance abuse can also be applied to treat other compulsive behaviors such as eating disorders and chronic pain management. Some of our residential facilities already provide such treatment. For example, our Sierra Tucson, Center for Hope of the Sierras, Montecatini and The Life Healing Center facilities provide treatment for eating disorders and our Twelve Oaks facility provides treatment for chronic pain management.

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Residential Facilities. The following tables list our residential treatment facilities, as of March 31, 2006.

Inpatient Facilities

Name of Facility	City	State	Beds 3/31/06	Full Time Employees 3/31/06	Owned/ Leased	Years in Operation	Acquisition Date
1  Azure	Sebastopol	CA	28	22	Owned	46	Jan-98
2  Brandywine	Kennett Square	PA	105	68	Owned	23	Feb-03
3  Camp	Scotts Valley	CA	75	74	Owned	21	Oct-95
4  Galax	Galax	VA	81	80	Owned	32	Feb-03
5  Keystone	Canton	SD	85	92	Owned	32	Feb-03
6  Life Healing Center	Santa Fe	NM	39	52	Owned	12	Jul-04
7  Montecatini	Carlsbad	CA	11	12	Owned	14	Sep-05
8  Sierra Tucson	Tucson	AZ	95	199	Leased	22	May-05
9  Starlite	Center Point	TX	88	82	Owned	40	Dec-99
10  Twelve Oaks	Navarre	FL	84	69	Owned	23	Feb-03
11  Wilmington	Wilmington	NC	84	78	Owned	18	Feb-03
12  WDR—Allenwood	Allenwood	PA	196	206	Owned	35	Jan-01
13  WDR—Blue Mountain	Blue Mountain	PA	20	17	Owned	1	N/A
14  WDR—Lancaster	Lancaster	PA	27	13	Leased	7	Jan-01
15  WDR—Lebanon	Lebanon	PA	25	17	Leased	6	Jan-01
16  WDR—Johnstown New   Directions	Johnstown	PA	25	9	Owned	4	Jan-01
17  WDR—Johnstown Renewal   Center	Johnstown	PA	25	11	Leased	10	Jan-01
18  WDR—Torrance	Torrance	PA	34	43	Leased	6	Jan-01
19  WDR—Williamsburg	Williamsburg	PA	162	158	Leased	25	Jan-01
20  WDR—Williamsport	Williamsport	PA	30	10	Owned	11	Jan-01
21  Wellness Resource Center	Boca Raton	FL	52	21	Leased	7	Sep-05

Outpatient Facilities

Name of Facility	City	State	Full Time Employees 3/31/06	Owned/ Leased	Acquisition Date
1  Camp San Jose	San Jose	CA	2	Leased	Oct-95
2  Camp Santa Cruz	Santa Cruz	CA	2	Leased	N/A
3  Azure	Sacramento	CA	2	Leased	N/A
4  Keystone—Sioux Falls	Sioux Falls	SD	19	Leased	Feb-03
5  Wilmington—Myrtle Beach	Myrtle Beach	SC	2	Leased	Jan-01
6  Wilmington—Wilmington	Wilmington	NC	3	Leased	Jan-01
7  Wilmington—Shallotte	Shallotte	NC	2	Leased	Jan-01
8  Allentown	Allentown	PA	4	Leased	Jan-01
9  Altoona	Altoona	PA	8	Leased	Jan-01
10  Bloomsburg	Bloomsburg	PA	2	Leased	N/A
11  Chambersburg	Chambersburg	PA	1	Leased	Jan-01
12  Erie	Erie	PA	2	Leased	Jan-01
13  Harrisburg	Harrisburg	PA	3	Leased	N/A
14  Lewisburg	Lewisburg	PA	1	Leased	N/A
15  New Castle	New Castle	PA	3	Leased	N/A
16  Pittsburgh	Pittsburgh	PA	7	Leased	Jan-01
17  Pottsville	Pottsville	PA	3	Leased	Jan-01
18  Reading	Reading	PA	2	Leased	Jan-01

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Recent Notable Acquisitions: Sierra Tucson, Montecatini and Center for Hope of the Sierras.

In May 2005, we acquired our Sierra Tucson facility, our most significant acquisition to date. Founded in 1983, Sierra Tucson is an internationally known provider of high quality inpatient rehabilitation treatment services to more affluent individuals suffering from addiction and other disorders. Sierra Tucson, a 91-bed facility outside Tucson, Arizona, pursues a treatment approach similar to our other facilities that includes extensive patient assessment, detoxification and comprehensive counseling. Sierra Tucson also has specific programs designed to treat alcohol, substance abuse, compulsive gambling, sexual compulsivity, eating disorders, mood and anxiety and obsessive-compulsive disorder.

We believe that the addition of Sierra Tucson provides a number of key advantages for our business including reputation and brand enhancement, favorable payor profile and cross-referral opportunities to our other facilities. The Sierra Tucson program, which attracts patients worldwide, costs approximately $35,000 to $40,000 per 30-day treatment program. Since we acquired Sierra Tucson in May 2005, all of Sierra Tucson’s revenues have been generated by self pay patients who generally pay prior to admission. Sierra Tucson is a strong source of potential cross-site referrals and represents the synergies that exist in being a national, multi-site operator of residential treatment centers.

In September 2005, we acquired our Montecatini facility, our first stand alone eating disorder facility. Montecatini is an established eating disorder facility located in southern California. Montecatini is our first residential facility in southern California. In April 2006, we acquired our Center for Hope of the Sierras facility, a stand-alone eating disorder facility located in Reno, Nevada. We believe that there is opportunity to grow these programs and believe that the demand for eating disorder treatment combined with the strong reputation of these facilities and our expertise in residential treatment will enable us to do so.

Referral Base and Marketing for Residential Treatment Services. We receive a large number of patient referrals generated from our several thousand referral sources. Patients are referred to our residential facilities by healthcare practitioners, public programs, other treatment facilities, managed care organizations, unions and word of mouth from previously treated patients and their families, among others. We devote significant resources to establishing strong relationships with a broad array of potential referral sources at the local and national level. No single referral source resulted in a significant portion of our revenues.

At the local level, every facility employs a marketing staff. These professionals market to referral sources in the local community to attract patients to the facility. Local marketing strategies include:

• direct marketing to physicians, human resource departments, managed care companies, health and welfare union trust funds, employee assistance professionals and state and county agencies;

• relationship building within communities to professional and public service providers such as physicians, attorneys, social workers and law enforcement and judicial officials;

• continued establishment of managed care contracts;

• professional mailings and visits to clinics, hospitals and other relevant sources;

• marketing through our previously treated patients;

• community involvement including speaking engagements and sponsorships;

• professional print advertising, including yellow pages and trade journal advertising; and

• internet presence.

To augment our local referral generation efforts, we coordinate intra-facility referrals, engage in internet direct-to-consumer marketing and develop programs and content targeted at key referral sources on a national basis. In 2004, we created the NRC, a centralized call center located at our corporate headquarters, to facilitate cross-referrals and to respond to inquiries generated from the internet.

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In October 2005, we acquired 4therapy, a leading online referral network in the substance abuse treatment market. With the acquisition of 4therapy, we have approximately 200 internet sites and rank first or second in queries on major internet search engines for 40 out of 60 relevant keyword searches. In 2005, approximately 43% of people in the United States used the internet to source and research healthcare information. As a result, we believe that the combination of the NRC and 4therapy provides us with a significant competitive advantage in marketing our facilities nationwide and converting internet referrals into increased census in our facilities.

Reimbursement and Payor Mix for Residential Treatment Services. We generate our revenues from three primary sources: self payors, commercial payors such as managed care organizations and unions and government programs. Self payors and commercial payors represented approximately 70% of our residential treatment division revenue for the year ended December 31, 2005. We believe our strong relationships with third party payors and our industry experience allow us to obtain new contracts for new and acquired facilities which creates an opportunity to increase the number of patients that we treat. Our commercial contracts are typically one year contracts that renew automatically each year, with pricing and reimbursement terms that vary from contract to contract. We are frequently able to negotiate reimbursement rate increases on an annual basis in our commercial contracts. As of March 31, 2006, we employed 6 contract professionals at the corporate level who are dedicated to the development and maintenance of these reimbursement contracts.

Our rates and average length of stay vary by payor source. Our average residential length of treatment is approximately 21 days, above the industry average of approximately 16 days. The average length of stay at our residential facilities has been relatively stable over the past several years.

In most of our residential facilities, adult inpatient treatment during 2005 cost a patient or a payor $200 to $350 per patient day with the average inpatient stay totaling $4,000 to $7,000. For outpatient treatment in 2005, prices ranged from $40 to $100 per visit, with the average outpatient expense totaling over $3,000. Sierra Tucson, which caters to affluent patients who pay upfront for a 30-day treatment, charges over $1,100 per patient per day and patients face no payor constraints as to length of stay.

Staffing and Local Management Structure for Residential Treatment Services. A typical residential facility is managed by an executive director experienced in substance abuse treatment services. Our executive directors have on average over 22 years of experience in healthcare and over ten years tenure at the treatment center they currently manage. The executive director runs the day-to-day operations at the facility, has profit and loss responsibility and reports to one of the three regional vice presidents, who in turn reports to the president of the division. The executive director is supported by a facility staff that consists of physicians, nurses, counselors, marketing professionals, reimbursement specialists, administrative and facility maintenance employees.

Online Treatment Services. Our online treatment services program, eGetGoing, provides interactive live treatment over the internet to patients who otherwise have no access to care and require continuing care or prefer anonymity. teenGetGoing provides such services with a focus on teenagers. These services, initially for chemical dependency and substance abuse treatment, are based on an innovative therapeutic methodology that has been developed by us and has been adapted as an alternative low-cost, mass-distributed recovery support platform for individual and group-based therapies. Our programs are the only online chemical dependency/substance abuse treatment programs to earn U.S. Substance Abuse and Mental Health Services Administration, or SAMSHA, accreditations from JCAHO and CARF. Revenue to date from these programs has been nominal.

Opiate Treatment Division

We provided opiate treatment through 50 clinics located in 17 states as of March 31, 2006. Our clinics, which typically range in size from 3,000 to 7,000 square feet, are generally located within light commercial districts, often within strip malls or medical office buildings. As of March 31, 2006, our clinics treated on average approximately 21,500 patients on a daily basis. Each of our opiate treatment clinics is accredited by either JCAHO or CARF.

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Our opiate treatment clinics provide treatment services for individuals addicted to heroin and other opiates, including prescription painkillers such as oxycodone. Our treatment services include medication assisted treatment, counseling, laboratory work, physical examinations and ongoing monitoring of patients. Substantially all of our patients are treated with methadone, but a small percentage of our patients are treated with other medications such as buprenorphine. The goal of our opiate treatment program is to assess and evaluate the medical, psychological and emotional needs of a patient and address these needs in the treatment process. Following a thorough assessment and the development of an individualized treatment plan, the treatment process provides a foundation for a lifelong recovery process.

The first step undertaken at any of our opiate treatment clinics is an assessment of the condition and treatment needs of the patient. A qualified counselor performs a complete psychosocial assessment. In addition, a physician completes a physical examination to ensure that there are no immediate health concerns. Both assessments also diagnose and identify the current opiate addiction. After these screening steps are completed, the patient is admitted to the clinic and receives an initial dose of medication, usually methadone.

Patients usually visit an opiate treatment clinic once a day for about ten minutes in order to receive their medication. During the beginning of their treatment program, patients receive weekly counseling and as they successfully progress in the treatment protocol, they continue to receive a minimum of 50 minutes of counseling each month. This mandatory minimum duration of counseling may vary from state to state. Following the initial administration of medication, patients go through an induction phase where medication dosage is systematically modified until an appropriate dosage, a level where the euphoric effects of opiates are blocked, is reached. As patients progress with treatment and meet certain goals in their individualized treatment plan and certain federal criteria related to time in treatment, they become eligible for up to 30 days of take-home doses of medication, eliminating the need for daily visits to the clinic. The length of treatment differs from patient to patient, but typically ranges from one to three years.

Clinics. The following table lists our opiate treatment clinics by state and number, as of March 31, 2006.

Opiate Treatment Clinics by State

State	Clinics	Average Daily Census in March 2006
California	13	3,889
Colorado	1	216
Delaware	1	373
Georgia	1	294
Indiana	5	5,459
Kansas	2	389
Louisiana	1	490
Maryland	1	336
New Mexico	2	766
North Carolina	1	329
Pennsylvania	1	478
Tennessee	1	628
Texas	1	268
Virginia	3	1,319
Washington	4	934
West Virginia	7	4,383
Wisconsin	5	1,409
Total	50	21,962

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Referral Base and Marketing of Opiate Treatment Services. Patients are referred to our opiate treatment clinics through a number of different sources, including emergency departments, judicial officials, social workers, police departments and individual word of mouth. We believe that our strong local reputation, convenient facility locations, strict adherence to patient selection criteria and treatment procedures make us an attractive choice for referral sources and patients.

Marketing strategies for our opiate treatment division include:

• relationship building within communities to professional and public service providers such as physicians, attorneys, social workers and law enforcement and juvenile court officers;

• establishment of managed care contracts;

• professional mailings and visits to clinics, hospitals and other relevant sources;

• marketing through our previously treated patients;

• community involvement, including speaking engagements and sponsorship;

• professional print advertising, including yellow pages and trade journal advertising; and

• internet presence.

In addition, the NRC responds to inquiries generated via the internet and refers patients for treatment at our opiate treatment clinics.

Reimbursement and Payor Mix for Opiate Treatment Clinics. We charge approximately $250 to $425 per patient for a month of opiate treatment, including counseling and all other aspects of the treatment program. For the year ended December 31, 2005, 82% of our opiate patient revenues were from self pay patients, typically in the form of cash and in advance of treatment or at the time of treatment. Substantially all of the remaining revenues were derived from state and local healthcare assistance programs such as Medicaid. Although we have a negligible amount of revenues from commercial payors in the opiate treatment division, these payors have recently begun to reimburse for methadone maintenance programs and we expect this trend to continue in the future.

Staffing for Opiate Treatment Clinics. A typical clinic is run by a facility director experienced in substance abuse treatment services. The facility director runs day-to-day operations, has profit and loss responsibility and reports to one of the nine regional directors. The regional directors report to a regional vice president who, in turn, reports to the president of the opiate treatment clinics business. A facility director at a clinic is supported by a staff that consists of a medical director, nurses, counselors and administrative employees.

Competition

Treatment providers for this large and growing substance abuse treatment market are highly fragmented, with services being provided by over 13,000 different facilities of which only 26% are operated by for-profit organizations. Due in part to the regulatory and land use hurdles of opening new substance abuse treatment facilities, we believe that supply of residential substance abuse treatment services is constrained in the United States as evidenced by high industry-wide utilization rates. The primary competitive factors in the substance abuse treatment industry include the quality of programs and services, charges for programs and services, geographic proximity to the patients served, brand and marketing awareness and the overall responsiveness to the needs of patients, families and payors.

Our residential and opiate treatment divisions compete against an array of local competitors, both private and governmental, hospital-based and free standing and for-profit and non-profit facilities. Most of our residential facilities compete within local or regional markets. Sierra Tucson, in contrast, competes in both national and international markets with other nationally known substance abuse treatment facilities such as the Betty Ford Clinic and Hazelden.

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Technology Infrastructure

We utilize computer systems for billing, general ledger and all corporate accounting and residential facilities and expect to invest an additional $3.0 to $5.0 million over the next three years on the implementation of a comprehensive and fully integrated system encompassing clinical, marketing, regulatory, financial and management reporting systems. We are also in the process of deploying human resource management systems. The implementation expenditure includes upgrades, new hardware and software, data communications infrastructure, general system maintenance and staffing. The implementation is scheduled over a three-year period to ensure smooth transition for each module and to minimize any disruption to our business.

Regulatory Matters

Overview

Healthcare providers are regulated extensively at the federal, state and local levels. In order to operate our business and obtain reimbursement from third party payors, our facilities are required to obtain and maintain a variety of state and federal licenses, permits and certifications. In addition, most of our facilities must obtain and maintain accreditation from private agencies. We must also comply with numerous other laws and regulations applicable to the conduct of business by healthcare providers. Our facilities are also subject to periodic on-site inspections by the agencies that regulate and accredit them in order to determine our compliance with applicable requirements.

The laws and regulations that affect healthcare providers are complex, change frequently and require that we regularly review our organization and operations and make changes as necessary to comply with the new rules. This is particularly true since we have grown through a series of acquisitions in a number of states over the past ten years and because our activities span several different treatment settings, each of which may have its own regulatory requirements. Significant public attention has focused in recent years on the healthcare industry, directing attention not only to the conduct of industry participants but also to the cost of healthcare services. In recent years, there have been heightened coordinated civil and criminal enforcement efforts by both federal and state government agencies relating to the healthcare industry. The ongoing investigations relate to, among other things, various referral practices, cost reporting, billing practices, credit balances, physician ownership and joint ventures involving hospitals and other health care providers. We expect that healthcare costs and other factors will continue to encourage both the development of new laws and increased enforcement activity.

Licensure, Accreditation and Certification

All of our residential facilities and opiate treatment clinics must be licensed under applicable state laws. Licensing requirements typically vary significantly by state and by the services provided. Licensure requirements generally relate to the provider’s qualifications, the adequacy of care and other matters, including: its equipment, personnel, staff-to-patient ratios, operating policies and procedures, fire prevention, maintenance of adequate records, rate-setting and compliance with building codes and environmental protection laws. In addition, all of our opiate treatment clinics and some of our residential facilities are required to register with the U.S. Drug Enforcement Agency, or the DEA, because they handle and dispense controlled substances. In particular, because the methadone dispensed by our opiate treatment clinics is highly regulated by the DEA, our clinics are required to implement DEA-approved security systems and take other measures to ensure that methadone is dispensed and stored as required by the DEA.

JCAHO and CARF are private organizations that have accreditation programs for healthcare facilities. These accreditation programs are intended generally to improve the quality, safety, outcomes and value of healthcare services provided by accredited facilities. CARF accredits behavioral health organizations providing mental health and alcohol and drug use and addiction services, as well as opiate treatment programs, among others. JCAHO accredits a broader variety of healthcare organizations, including hospitals, behavioral health organizations, nursing and long-term care facilities, ambulatory care centers, laboratories and managed care

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networks and others. Accreditation by either JCAHO or CARF requires an initial application and completion of on-site surveys demonstrating compliance with accreditation requirements. Accreditation is typically granted for a specified period, typically ranging from one to three years, and renewals of accreditation generally require completion of a renewal application and an on-site renewal survey. Accreditation is generally a requirement for participation in government and private healthcare payment programs. In addition, certain federal and state licensing agencies require that providers be accredited.

Some of our facilities participate in government healthcare payment programs such as Medicaid. In order to receive payment under these programs, each participating facility must apply to the appropriate government agency and be certified to participate in the program. In addition, our opiate treatment clinics must be certified by SAMSHA before the DEA will issue the registration required for the operation of such clinics.

We believe that all of our residential facilities and opiate treatment clinics are in substantial compliance with current applicable federal, state, local licensure and certification requirements. In addition, we believe that all are in substantial compliance with the standards of the agencies, including JCAHO and CARF, which have accredited them. Periodically, federal, state and accreditation regulatory organizations conduct surveys of our facilities and may find from time to time that a facility is out of compliance with certain requirements. Upon receipt of any such finding, the facility timely submits a plan of correction and corrects any cited deficiencies.

Fraud, Abuse and Self-Referral Laws

Our residential facilities and opiate treatment clinics must comply with a number of laws and regulations because we participate in government healthcare payment programs such as Medicare and Medicaid.

The anti-kickback provision of the Social Security Act, or the anti-kickback statute, prohibits certain offers, payments or receipt of remuneration in return for referring patients covered by federal healthcare payment programs or purchasing, leasing, ordering or arranging for or recommending any services, good, item or facility for which payment may be made under a federal healthcare program. As a result, our dealings with referring physicians and other referral sources, including employment contracts, independent contractor agreements, professional service agreements, joint venture agreements and medical director agreements, are all subject to the anti-kickback statute. The anti-kickback statute has been interpreted broadly by federal regulators and certain courts to prohibit the payment of anything of value if even one purpose of the payment is to influence the referral of Medicare or Medicaid business. Violations of the anti-kickback statute may be punished by criminal or civil penalties, exclusion from federal and state healthcare programs, imprisonment and damages up to three times the total dollar amount involved. The Office of Inspector General, or the OIG, of the Department of Health and Human Services is responsible for identifying fraud and abuse activities in government programs. The OIG has published regulations describing activities and business relationships that would be deemed not to violate the anti-kickback statute, known as “safe harbor” regulations. We use our best efforts to comply with applicable safe harbors.

Sections 1877 and 1903(s) of the Social Security Act, commonly known as the “Stark Law,” prohibit referrals for designated health services by physicians under the Medicare and Medicaid programs to any entity in which the physician has an ownership or compensation arrangement, unless an exception applies, and prohibits the entity from billing for such services rendered pursuant to any prohibited referrals. These types of referrals are commonly known as “self referrals.” There are exceptions for customary financial arrangements between physicians and facilities, including employment contracts, personal services agreements, leases and recruitment agreements that meet specific standards. We use our best efforts to structure our financial arrangements with physicians to comply with the statutory exceptions included in the Stark Law and related regulations. Sanctions for violating the Stark Law include required repayment to governmental payors of amounts received for services resulting from prohibited referrals, civil monetary penalties, assessments equal to three times the dollar value of each service rendered for an impermissible referral (in lieu of repayment) and exclusion from the Medicare and Medicaid programs.

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A number of states have laws comparable to the anti-kickback statute and the Stark Law. These state laws may be more stringent than the federal rules and apply regardless of whether the healthcare services involved are paid for under a federal health care program.

The Federal False Claims Act

The federal False Claims Act prohibits healthcare providers from knowingly submitting false claims for payment under a federal healthcare payment program. There are many potential bases for liability under the federal False Claims Act, including claims submitted pursuant to a referral found to violate the Stark Law or the anti-kickback statute. Although liability under the federal False Claims Act arises when an entity “knowingly” submits a false claim for reimbursement to the federal government, the federal False Claims Act defines the term “knowingly” broadly. Civil liability under the federal False Claims Act can be up to three times the actual damages sustained by the government plus civil penalties for each false claim. From time to time, companies in the healthcare industry, including us, may be subject to actions under the federal False Claims Act.

Individuals may also bring an action on behalf of the government under the “whistleblower” or “qui tam” provisions of the federal False Claims Act. Because qui tam lawsuits are filed under seal, we could be named in one or more such lawsuits of which we are not aware. These provisions allow for the private party that identified the violation to receive a portion of the sums the provider is required to pay. This whistle-blower structure has encouraged some private companies to go into the business of detecting and reporting potential fraud and abuse.

Privacy and Security Requirements

There are numerous federal and state regulations addressing patient information privacy and security concerns. In particular, the federal regulations issued under the Drug Abuse Prevention, Treatment and Rehabilitation Act of 1979 and HIPAA contain provisions that:

• protect individual privacy by limiting the uses and disclosures of patient information;

• create new rights for patients regarding their health information, such as access rights and the right to amend certain aspects of their health information;

• require the implementation of security safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form;

• prescribe specific transaction formats and data code sets for certain electronic healthcare transactions; and

• require establishment of standard unique health identifiers for individuals, employers, health plans and healthcare providers to be used in connection with standard electronic transactions no later than May 23, 2007.

We are in the process of implementing or upgrading computer systems, as appropriate, at our residential facilities and opiate treatment clinics to comply with the transaction and code set requirements to correspond to the requirements of our trading partners. We have furthermore adopted privacy policies in accordance with HIPAA requirements. Although we are not in compliance with certain security regulations under HIPAA, we do not believe that this noncompliance has a material effect on our business, and furthermore we have a plan in place to achieve compliance.

Under HIPAA, a violation of these regulations could result in civil money penalties of $100 per incident, up to a maximum of $25,000 per person per year per standard. HIPAA also provides for criminal penalties of up to $50,000 and one year in prison for knowingly and improperly obtaining or disclosing protected health information, up to $100,000 and five years in prison for obtaining protected health information under false pretenses and up to $250,000 and ten years in prison for obtaining or disclosing protected health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm.

In addition, many states impose requirements regarding the confidentiality and security of healthcare information, as well as regarding the permitted uses of that information, and many of these state laws are more

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restrictive than the federal rules. For example, some states impose laws governing the use and disclosure of health information pertaining to substance abuse issues that are more stringent than the rules that apply to healthcare information generally. As public attention is drawn to the issues of the privacy and security of medical information, states may revise or expand their laws concerning the use and disclosure of health information, or may adopt new laws addressing these subjects. Failure to comply with these laws could expose us to criminal and civil liability, as well as requiring us to restructure certain of our operations.

Health Planning and Certificates of Need

The construction of new healthcare facilities, the expansion of existing facilities, the transfer or change of ownership of existing facilities and the addition of new beds, services or equipment may be subject to state laws that require prior approval by state regulatory agencies under certificate of need laws. These laws generally require that a state agency determine the public need for construction or acquisition of facilities or the addition of new services. Review of certificates of need and other healthcare planning initiatives may be lengthy and may require public hearings. Violations of these state laws may result in the imposition of civil sanctions or revocation of a facility’s license. The states in which we operate that have certificate of need laws include Indiana, West Virginia and North Carolina.

Local Land Use and Zoning

Municipal and other local governments may also regulate our residential treatment facilities and opiate treatment clinics. Many of our facilities must comply with zoning and land use requirements in order to operate. For example, local zoning authorities regulate not only the physical properties of a health facility, such as its height and size, but also the location and activities of the facility. In addition, community or political objections to the placement of treatment facilities can result in delays in the land use permit process, and may prevent the operation of facilities in certain areas.

Corporate Practice of Medicine and Fee Splitting

Some states have laws that prohibit business entities, including corporations or other business organizations that own healthcare facilities, from employing physicians. Some states also have adopted laws that prohibit direct and indirect payments or fee-splitting arrangements between physicians and such business entities. These laws vary from state to state, are often difficult to interpret and have seldom been interpreted by the courts or regulatory agencies. We use our best efforts to comply with the relevant state laws. Sanctions for violations of these restrictions include loss of a physician’s license, civil and criminal penalties upon both the physician and the business entity and rescission of business arrangements.

Legal Proceedings

We are subject to various claims and legal actions that arise in the ordinary course of our business. In the opinion of our management, we are not currently party to any proceeding that would have a material adverse effect on our financial condition or results of operations.

Employees

As of March 31, 2006, we employed approximately 2,820 people throughout the United States. Approximately 2,270 of our employees are full-time and the remaining approximately 550 are part-time employees. Residential facilities totaled approximately 1,865 employees and opiate treatment clinics totaled approximately 885 employees. The remaining approximately 70 employees are in corporate management, administration and other services. None of our employees is represented by a labor union, and we believe our relationship with our employees is good.

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MANAGEMENT

All of our directors serve until a successor is duly elected and qualified or until the earlier of his death, resignation or removal. Our executive officers are appointed and serve at the discretion of our board of directors. There are no family relationships between any of our directors or executive officers.

Executive Officers and Directors

The following table sets forth information with respect to our directors and executive officers:

Name	Age	Position
Dr. Barry W. Karlin	51	Chairman, Chief Executive Officer and President
Kathleen Sylvia	60	Executive Vice President of Business Development
Philip L. Herschman	58	President, Opiate Treatment Division
Jerome E. Rhodes	48	President, Residential Treatment Division
Kevin Hogge	49	Chief Financial Officer, Vice President and Treasurer
Dr. Thomas J. Brady	53	Chief Medical Officer
Pamela B. Burke	38	Vice President, General Counsel and Secretary
General Barry R. McCaffrey (ret.)	63	Director
Steven Barnes	46	Director
John Connaughton	40	Director
Chris Gordon	33	Director

The following biographies describe the business experience of our executive officers and directors:

Dr. Barry W. Karlin, Chairman, Chief Executive Officer and President. Dr. Karlin has served as our chairman, chief executive officer and president since January 2002. From January 2002 to June 2003, Dr. Karlin also served as our secretary, treasurer and chief financial officer. Before our formation in January 2002, Dr. Karlin was the chairman and chief executive officer of eGetgoing, Inc. and CRC Health Corporation from May 2000 and November 2000, respectively, to January 2002. Dr. Karlin also served as chairman and chief executive officer of CRC Recovery, Inc., the general partner of The Camp Recovery Centers, L.P. from July 1995 to January 2001. From 1993 to 1995, Dr. Karlin acted as an independent consultant providing strategic consulting services to Fortune 100 companies. From 1992 to 1993, Dr. Karlin served as chairman and chief executive officer of Karlin and Collins, Inc., an emerging growth high-technology company which he founded. In 1990, Dr. Karlin joined Corporate Technology Partners, a venture capital firm specializing in the wireless communications industry, where he served as a general partner until 1992. From 1984 to 1990, Dr. Karlin served as chairman and chief executive officer of Navigation Technologies, Inc., a provider of maps for vehicle navigation. Dr. Karlin began his career as a strategy management consultant in 1981, first with Strategic Decisions Group and subsequently with Decision Processes, Inc. Dr. Karlin holds Ph.D. and M.S. degrees from Stanford University in the department of engineering economic systems, specializing in decision analysis, and a B.S. in electrical engineering from University of Witwatersrand in South Africa.

Kathleen Sylvia, Executive Vice President of Business Development. Ms. Sylvia has served as our executive vice president of business development since June 2003. From May 1995 to June 2003, Ms. Sylvia served as our chief operating officer. From January 1993 to May 1995, Ms. Sylvia was the executive director of The Camp Recovery Centers, L.P. From 1988 to 1993, Ms. Sylvia was the assistant administrator at National Medical Enterprise Hospitals and Community Psychiatric Centers. Ms. Sylvia holds a nursing degree from the University of California, Los Angeles, Harbor College, School of Nursing, a B.A. in sociology and anthropology from Old Dominion University and a masters of public administration from the University of Oklahoma.

Philip L. Herschman, President, Opiate Treatment Division. Mr. Herschman has served as the president of our opiate treatment division since May 2002. From August 1993 to May 2002, Mr. Herschman served as chief

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executive officer of Behavioral Health Concepts, a national mental health management company which he founded in 1993. From 1984 to 1992, Mr. Herschman worked in operations and business development for Republic Health Corporation, a healthcare company, where he was responsible for implementing the company’s strategy of joint venturing its acute care hospitals with physician groups. During this time, Mr. Herschman was also responsible for the operations of three acute care hospitals with over 500 beds for OrNda Health Corp. Prior to OrNda/Republic, Mr. Herschman was a regional vice president of operations with Horizon Health Corporation, a multi-unit psychiatric management company. Mr. Herschman holds a Ph.D. in psychology from the University of California, Irvine and a B.A. from the University of California, San Diego.

Jerome E. Rhodes, President, Residential Treatment Division. Mr. Rhodes has served as the president of our residential treatment division since January 2004. From August 2003 to January 2004, he was president of our eastern division. From September 1993 to February 2003, Mr. Rhodes served as chief executive officer of Comprehensive Addiction Programs, Inc., a behavioral healthcare treatment company. We acquired Comprehensive Addiction Programs, Inc. in February 2003. From 1991 to 1993, Mr. Rhodes was the senior vice president of operations and from 1987 to 1991 he served as the senior vice president of acquisitions and development for Comprehensive Addiction Programs, Inc. From 1982 to 1987, Mr. Rhodes was the director of development for Beverly Enterprises, Inc., a publicly held nursing home company. From 1980 to 1982, Mr. Rhodes was the chief development consultant at Wilmot Bower and Associates, an architectural and development firm specializing in healthcare facilities. From 1978 to 1980, Mr. Rhodes was a project coordinator and analyst with Manor Care, Inc., a publicly held nursing home company. Mr. Rhodes holds a B.A. in business administration from Columbia Union College.

Kevin Hogge, Chief Financial Officer, Vice President and Treasurer. Mr. Hogge has served as our chief financial officer since June 2003. From September 1999 to June 2003, Mr. Hogge was the chief financial officer for Epoch Senior Living, Inc., an assisted living and skilled nursing company. From April 1996 to January 1999, he served as controller of the hospital division of Horizon/CMS Healthcare Corporation, a provider of specialty healthcare services, maintaining his position following the acquisition of this division by Regency Health Services, Inc. and the subsequent acquisition of Regency Health Services, Inc. by Sun Healthcare Group, Inc. From October 1992 to April 1996, Mr. Hogge worked as vice president of planning for Tenet Healthcare Corporation, an owner and operator of acute care hospitals and related healthcare services. Prior to working in healthcare, Mr. Hogge was a certified public accountant with Ernst & Whinney. Mr. Hogge holds a B.S. in accounting from Virginia Polytechnic Institute.

Dr. Thomas J. Brady, Chief Medical Officer. Dr. Brady has served as our chief medical officer since October 2004. From June 1997 to October 2004, Dr. Brady held various positions with MHN, Inc., a mental and behavioral health services company, including acting corporate medical director from June 2003 through September 2003, and regional medical director from June 1997 to October 2004. From 1988 to 1999, Dr. Brady held various positions at St. Mary’s Medical Center in San Francisco, including chair of the department of psychiatry and medical director of Child and Adolescent Psychiatric Services, the Children’s Psychiatric Inpatient Unit and the Adolescent Day Treatment Center. Dr. Brady holds an M.B.A. from Golden Gate University, an M.D. from the University of Alabama, Birmingham School of Medicine, a B.S. in biology from the University of Alabama and a B.A. in psychology from the University of California, Berkeley. Dr. Brady is American Society of Addiction Medicine certified and board certified in General, Child and Adolescent and Forensic Psychiatry.

Pamela B. Burke, Vice President, General Counsel and Secretary. Ms. Burke has served as our vice president, general counsel and secretary since February 2005. Prior to joining us in February 2005, Ms. Burke was a partner at the law firm DLA Piper Rudnick Gray Cary US LLP, which she joined in September 1996. From September 1993 to April 1996, Ms. Burke worked for Ernst & Young in its National Tax Office. Ms. Burke received her B.A. in government from Cornell University and her J.D. from George Washington University.

General Barry R. McCaffrey (ret), Director. General McCaffrey has served as a director since August 2002. From March 2001 to the present, General McCaffrey has served as president of BR McCaffrey Associates, LLC,

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an international consulting firm. General McCaffrey served as the Director of the White House Office of National Drug Control Policy from March 1996 to March 2001, and as the Bradley Distinguished Professor of National Security Studies at the U.S. Military Academy from March 2001 to June 2005. General McCaffrey has also served as an analyst for NBC News since September 2001. During his time at the White House, General McCaffrey was a member of both the President’s Cabinet and the National Security Council for drug-related issues. General McCaffrey graduated from the U.S. Military Academy at West Point. He holds an M.A. in civil government from American University and attended the Harvard University National Security Program as well as the Business School Executive Education Program.

Steven Barnes, Director. Mr. Barnes has served as a director since February 2006. Mr. Barnes has been associated with Bain Capital since 1988 and has been a managing director since 2000. In addition to working for Bain Capital, he also held senior operating roles of several Bain Capital portfolio companies including chief executive officer of Dade Behring, Inc., president of Executone Business Systems, Inc. and President of Holson Burnes Group, Inc. Mr. Barnes currently serves on several boards including Unisource Worldwide, Inc., SigmaKalon Group BV, Sealy Corporation, Accellent Inc., City Year, United Way and Make-A-Wish Foundation. Mr. Barnes received a B.S. from Syracuse University.

John Connaughton, Director. Mr. Connaughton has served as a director since February 2006. Mr. Connaughton has been a managing director of Bain Capital since 1997 and a member of the firm since 1989. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc., where he worked in the consumer products and business services industries. Mr. Connaughton currently serves as a director of ProSiebenSat1.Media AG, AMC Entertainment Inc., M|C Communications, LLC, Sungard Data Systems Inc., Warner Music Group Corp., Warner Chilcott Corporation, Cumulus Media Partners, LLC, The Boston Celtics and Epoch Senior Living Inc. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees, UVa McIntire Foundation Board of Trustees and the West Suburban YMCA Board. Mr. Connaughton received a B.S. in commerce from the University of Virginia and an M.B.A. from Harvard Business School.

Chris Gordon, Director. Mr. Gordon has served as a director since February 2006. Mr. Gordon is a principal of Bain Capital and joined the firm in 1997. Prior to joining Bain Capital, Mr. Gordon was a consultant at Bain & Company, Inc. Mr. Gordon received an M.B.A. from Harvard Business School where he was a Baker Scholar and graduated magna cum laude with an A.B. in economics from Harvard College.

Corporate Governance

Our board of directors manages our business and affairs. Our Sponsor is entitled to designate the members of our board of directors.

Director Compensation

Other than for General McCaffrey, the members of our board of directors are not separately compensated for their services as directors, other than reimbursement for out-of-pocket expenses incurred in connection with rendering such services. In connection with his service as a director, General McCaffrey has been granted options to purchase 13,435 shares of Class A common stock of Holdings and 1,492 shares of Class L common stock of Holdings, with an exercise price of $1 per share of Class A common stock and $9 per share of Class L common stock. In addition, General McCaffrey receives a salary of $10,000 per month for consulting services rendered to us.

Audit Committees

The audit committee selects the independent auditors to be nominated for election by the stockholders and reviews the independence of such auditors, approves the scope of the annual audit activities of the independent auditors, approves the audit fee payable to the independent auditors and reviews such audit results with the independent auditors. The audit committee is currently composed of Steven Barnes and Chris Gordon.

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EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to our chief executive officer and our four other most highly compensated executive officers, whom we refer to as our “named executive officers,” for the year ended December 31, 2005.

Summary Compensation Table

	Annual Compensation					Long-Term Compensation	All Other Compensation ($)
	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)		Awards
						Securities Underlying Options
Dr. Barry W. Karlin	2005	351,121.83	120,000.00	205,103.10	(1)	—	$	13,405.46
Chairman, Chief Executive Officer and President
Kathleen Sylvia	2005	235,753.17	60,957.00	—		—		—
Executive Vice President of Business Development
Philip L. Hershman	2005	240,769.25	65,309.00	—		—		—
President, Opiate Treatment Division
Jerome E. Rhodes	2005	240,769.50	101,424.00	—		—		—
President, Residential Treatment Division
Kevin Hogge	2005	240,769.25	90,439.00	—		—		—
Chief Financial Officer, Vice President and Treasurer

(1) Represents forgiveness of loan principal and accrued interest. See “Certain Relationships and Related Party Transactions.”

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2005 Option Exercises and Year End Values

The following table sets forth the number of vested and unvested shares of common stock of our predecessor company subject to options held by our named executive officers, and the year end value of these options, as of December 31, 2005. No options were granted to, or exercised by, our named executive officers in 2005.

			Number of Securities Underlying Unexercised Options at Fiscal Year End	Value of Unexercised In-The-Money Options at Fiscal Year End ($) (1)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Exerciseable / Unexerciseable	Exerciseable / Unexerciseable
Dr. Barry W. Karlin	—	—	5,662,221 / 3,537,777	5,767,618 / 3,603,629
Kathleen Sylvia	—	—	939,839 / 678,783	957,333 / 691,418
Philip L. Herschman	—	—	1,139,291 / 697,444	1,141,796 / 709,399
Jerome E. Rhodes	—	—	976,699 / 860,035	994,879 / 876,044
Kevin Hogge	—	—	949,617 / 887,118	967,293 / 903,631

(1) There was no public trading market for the common stock of our predecessor company as of December 31, 2005. The value of unexercised in-the-money options has been calculated by multiplying the difference between the exercise price per share and the price per share of common stock of our predecessor company paid in connection with the Transactions, or approximately $1.13 per share, by the number of shares underlying the options.

In connection with the Transactions, all options vested and were exercised, with the exception of 4,908,631, 490,863, 883,544, 883,544 and 883,544 options held by Dr. Barry W. Karlin, Kathleen Sylvia, Philip L. Herschman, Jerome E. Rhodes and Kevin Hogge, respectively. Such shares were rolled into options to purchase stock of Holdings in connection with the Transactions. See “Certain Relationships and Related Party Transactions.”

Employment Arrangements, Severance and Change of Control Arrangements

We have entered into an employment agreement dated February 6, 2006 with Dr. Barry W. Karlin. Under this agreement, Dr. Karlin is to be paid an annual base salary of $575,000, subject to adjustment by our board of directors. In addition, Dr. Karlin is eligible for annual bonus compensation equal to up to 150% of his base salary. Dr. Karlin shall accrue four weeks of vacation per year. The term of the employment agreement is from February 6, 2006 to February 6, 2009. At the beginning of each twelve month period beginning February 6, 2009, however, the term of the agreement shall extend for an additional twelve months unless we or Dr. Karlin provide notice of our intent not to renew the agreement. During the course of employment and for a period of 18 months following the end of employment, Dr. Karlin may not participate in any other chemical or alcohol dependency business or any behavioral health business in a field in which we have plans to become engaged. For the same period, Dr. Karlin may also not solicit any of our employees, customers, referral sources or suppliers. In the event of Dr. Karlin’s termination without cause or his resignation for good reason (both defined in his employment agreement), we must pay Dr. Karlin a lump sum equal to his base salary for a period of 36 months. We shall maintain a life insurance policy for Dr. Karlin, payable to his beneficiaries, in the amount of $3,000,000.

In addition, in connection with his employment with us, certain senior executive stock options in Holdings were granted to Dr. Karlin, which are governed by the terms of Holdings’ 2006 Executive Incentive Plan. These include approximately 761,277 options for Class A shares and 84,586 options for Class L common shares, of which 20% vest on February 6, 2007, with an additional 10% vesting every six months thereafter; 380,638 options for Class A common shares and 42,293 options for Class L common shares, which shall vest upon the share value of Holdings reaching a certain level; and 380,638 options for Class A common shares and 42,293 options for Class L common shares, which shall vest over a five year time horizon based upon the earnings of Holdings. Up to 100% of all shares granted to Dr. Karlin will vest upon a change of control.

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Employee Benefit Plans

2006 Executive Incentive Plan of Holdings

On February 6, 2006, Holdings established the 2006 Executive Incentive Plan, or the Executive Plan. The Executive Plan provides for the granting of stock options to our key employees, directors, consultants and advisors. Options granted under the Executive Plan may be either incentive stock options or nonincentive stock options.

Shares Subject to Executive Plan. A maximum of 5,374,051 shares of Class A common stock of Holdings and 597,117 shares of Class L common stock of Holdings may be delivered in satisfaction of the Executive Plan and Holdings’ 2006 Management Incentive Plan. In addition, 1,005,501 vested and exercisable shares of Class A common stock and 111,723 vested and exercisable shares of Class L common stock issued on February 6, 2006 in substitution of options held by certain members of our management in our predecessor company are subject to the terms of the Executive Plan. The number and type of shares authorized under the Executive Plan and the number of shares subject to, and the exercise price of, outstanding options will be appropriately adjusted in the event of any stock dividend or other similar distribution of stock or other securities of Holdings, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption, repurchase or other change in capital structure.

Administration. The Executive Plan is administered by the board of directors of Holdings or a committee thereof. The administrator has the power and authority to determine which eligible participants will be granted options, the type of options granted and the number and type of shares of common stock covered by each option. The administrator may impose terms and conditions upon options, and may modify or waive any term or conditions of an option. As of March 31, 2006, Holdings had outstanding options to purchase 4,973,311 shares of Class A common stock and 552,590 shares of Class L common stock under the Executive Plan at a weighted average exercise price of $0.82 per share of Class A common stock and $66.20 per share of Class L common stock.

Terms of Stock Options. The Executive Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and nonincentive stock options. The option exercise price and the term of each option are determined by the administrator. The exercise price will generally not be less than fair market value, determined as of the award date. The administrator also determines at what time or times each option may be exercised and, the period of time, if any, after a participant’s death, disability or termination of service during which options may be exercised. In general, options granted under the Executive Plan vest and become exercisable at the rate of 10% on the one year anniversary of the date of grant and 5% on each six month anniversary thereafter until 50% of the options granted are vested. An additional 25% shall vest upon the stock price of Holdings reaching a certain level during a sale event or at certain times after an initial public offering. An additional 25% shall vest over a five year time horizon upon Holdings’ EBITDA reaching certain levels. Unless otherwise provided by the administrator, an option generally will remain exercisable for three months following the participant’s termination of service other than for cause, except that if service terminates as a result of the participant’s death or disability, the option generally will remain exercisable for twelve months, but in any event not beyond the expiration of its term.

Change in Control. In general, option grants under the Executive Plan stipulate that in the event of a change in control of Holdings, up to 100% of the options will vest. The successor entity may assume or continue in effect options outstanding under the Executive Plan or substitute substantially equivalent options for the successor’s stock. Any options which are not assumed or continued in connection with a change in control or exercised prior to the change in control will terminate effective as of the time of the change in control. The Executive Plan also authorizes the administrator to treat as satisfied any vesting condition in the event of a change of control.

Amendment and Termination. The administrator may amend or terminate the Executive Plan at any time without stockholder approval, unless such a change would require stockholder approval under any applicable law or listing rule. Provided, however, that the plan shall terminate ten years after the date of its adoption. Amendment or termination of an award may not adversely affect any participant’s rights without the consent of the participant,

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unless such power to amend or terminate the award was expressly retained in the award. With the consent of the chief executive officer, the administrator may amend any award that could be reasonably treated as a “liability award” under the guidance issued by the FASB.

2006 Management Incentive Plan of Holdings

On February 6, 2006, Holdings established the 2006 Management Incentive Plan, or the Management Plan. The Management Plan provides for the granting of stock options to our key employees, directors, consultants and advisors. Options granted under the Management Plan may be either incentive stock options or nonincentive stock options.

Shares Subject to Management Plan. A maximum of 5,374,051 shares of Class A common stock of Holdings and 597,117 shares of Class L common stock of Holdings may be delivered in satisfaction of the Management Plan and the Executive Plan. The number and type of shares authorized under the Management Plan and the number of shares subject to, and the exercise price of, outstanding options will be appropriately adjusted in the event of any stock dividend or other similar distribution of stock or other securities of Holdings, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption, repurchase or other change in capital structure.

Administration. The Management Plan is to be administered by the board of directors of Holdings or a committee thereof. The administrator has the power and authority to determine which eligible participants will be granted options, the type of options granted and the number and type of shares of common stock covered by each option. The administrator may impose terms and conditions upon options, and may modify or waive any term or conditions of an option. As of March 31, 2006, Holdings had outstanding options to purchase 241,830 shares of Class A common stock and 26,870 shares of Class L common stock under the Management Plan at a weighted average exercise price of $1 per share of Class A common stock and $81 per share of Class L common stock.

Terms of Stock Options. The Management Plan permits the granting of options to purchase shares of Holdings common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code and nonincentive stock options. The option exercise price and the term of each option are determined by the administrator, provided that no award shall be exerciseable after ten years from the award date, and that, with the exception of awards granted to an officer, a director or a non-employee consultant, no award shall become exercisable at a rate less than 20% per year over a period of five years. The exercise price will not be less than fair market value determined as of the award date. The administrator also determines at what time or times each option may be exercised and, the period of time, if any, after a participant’s death, disability or termination of service during which options may be exercised. In general, options granted under the Management Plan vest and become exercisable at the rate of 20% on the one year anniversary of the date of grant and 10% on each six month anniversary thereafter until 100% of the options granted are vested. Unless otherwise provided by the administrator, an option generally will remain exercisable for three months following the participant’s termination of service other than for cause, except that if service terminates as a result of the participant’s death or disability, the option generally will remain exercisable for twelve months, but in any event not beyond the expiration of its term.

Change in Control. In general, option grants under the Management Plan stipulate that in the event of a change in control of Holdings, up to 100% of the options will vest. The successor entity may assume or continue in effect options outstanding under the Management Plan or substitute substantially equivalent options for the successor’s stock. Any options which are not assumed or continued in connection with a change in control or exercised prior to the change in control will terminate effective as of the time of the change in control. The Management Plan also authorizes the administrator to treat as satisfied any vesting condition in the event of a change of control.

Amendment and Termination. The administrator may amend or terminate the Management Plan at any time without stockholder approval, unless such a change would require stockholder approval under any applicable law or listing rule. Amendment or termination of an award may not adversely affect any participant’s rights without the consent of the participant, unless such power to amend or terminate the award was expressly retained in the award.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of our outstanding common stock is held indirectly by Holdings. Holdings’ outstanding capital stock consists of Class A common shares and Class L common shares.

The table below sets forth, as of June 1, 2006, the number and percentage of shares of Holdings’ common stock beneficially owned by (i) each person known by us to beneficially own more than 5% of the outstanding shares of common stock of Holdings, (ii) each of our directors, (iii) each of our named executive officers and (iv) all our directors and executive officers as a group. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options beneficially owned by that person that are exercisable within 60 days following June 1, 2006.

Notwithstanding the beneficial ownership of common stock presented below, our stockholders agreement governs the stockholders exercise of their voting rights with respect to election of directors and certain other material events. The parties to our stockholders agreement have agreed to vote their shares to elect the board of directors as set forth therein. In addition, our stockholders agreement governs certain stockholders’ exercise of voting rights with respect to effecting a change of control transaction. See “Certain Relationships and Related Party Transactions.”

Except as described in the agreements mentioned above or as otherwise indicated in a footnote, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated in a footnote, the address for each individual listed below is c/o CRC Health Corporation, 20400 Stevens Creek Boulevard, Suite 600, Cupertino, California 95014.

Name and Address	Shares of Class A Common Stock	Percent of Class A Common Stock	Shares of Class L Common Stock	Percent of Class L Common Stock
Bain Capital Partners VIII, L.P. and Related Funds(1)	29,372,455	99.75	3,263,606	99.75
Dr. Barry W. Karlin(2)	553,995	1.85	61,555	1.85
Kathleen Sylvia(3)	55,399	*	6,156	*
Philip L. Herschman(4)	99,719	*	11,080	*
Jerome E. Rhodes(5)	99,719	*	11,080	*
Kevin Hogge(6)	99,719	*	11,080	*
Barry R. McCaffrey	—	—	—	—
Steven Barnes(7)	—	—	—	—
John Connaughton(7)	—	—	—	—
Chris Gordon(7)	—	—	—	—
All directors and executive officers as a group	942,899	3.10	104,768	3.10

 * indicates less than 1% of common stock

(1) Represents shares owned by the following groups of investment funds affiliated with Bain Capital Partners, LLC: (i) 25,341,764 shares of Class A common stock and 2,815,751 shares of Class L common stock owned by Bain Capital Fund VIII, LLC, a Delaware limited liability company (“BCF VIII”), whose sole member is Bain Capital Fund VIII, L.P., a Cayman Islands exempted limited partnership (“BCF VIII Cayman”), whose sole general partner is Bain Capital Partners VIII, L.P., a Cayman Islands exempted limited partnership (“BCP VIII”), whose sole general partner is Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”); (ii) 3,309,156 shares of Class A common stock and 367,684 shares of Class L common stock owned by Bain Capital VIII Coinvestment Fund, LLC, a Delaware limited liability company (“BC VIII Coinvest”), whose sole member is Bain Capital VIII Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“BC VIII Coinvest Cayman”), whose sole general partner is BCP VIII;

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(iii) 9,284 shares of Class A common stock and 1,032 shares of Class L common stock owned by BCIP Associates—G (“BCIP—G”), whose managing partner is BCI; (iv) 500,959 shares of Class A common stock and 37,403 shares of Class L common stock owned by BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III”), whose manager is BCIP Associates III, a Cayman Islands partnership (“BCIP III Cayman”), whose managing partner is BCI; (v) 118,584 shares of Class A common stock and 31,435 shares of Class L common stock owned by BCIP T Associates III, LLC a Delaware limited liability company (“BCIP T III”), whose manager is BCIP Trust Associates III, a Cayman Islands partnership (“BCIP T III Cayman”), whose managing partner is BCI; (vi) 55,954 shares of Class A common stock and 8,369 shares of Class L common stock owned by BCIP Associates III-B, LLC, a Delaware limited liability company (“BCIP III-B”), whose manager is BCIP Associates III-B, a Cayman Islands partnership (“BCIP III-B Cayman”), whose managing partner is BCI and (vii) 36,754 shares of Class A common stock and 1,931 shares of Class L common stock owned by BCIP T Associates III-B, LLC, a Delaware limited liability company (“BCIP T III-B” and together with BCF VIII, BC VIII Coinvest, BCIP—G, BCIP III, BCIP T III and BCIP III-B, the “Bain Funds”), whose manager is BCIP Trust Associates III-B, a Cayman Islands partnership (“BCIP T III-B Cayman”), whose sole general partner is BCI.

BCF VIII Cayman, BCP VIII and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCF VIII. BCF VIII Cayman, BCP VIII and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCF VIII Coinvest Cayman, BCP VIII and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCP VIII Coinvest. BCF VIII Coinvest Cayman, BCP VIII and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP—G. BCI disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCIP III Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP III. BCIP III Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCIP T III Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP T III. BCIP T III Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCIP III-B Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP III-B. BCIP III-B Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

BCIP T III-B Cayman and BCI, by virtue of the relationships described above, may be deemed to beneficially own the shares held by BCIP T III-B. BCIP T III-B Cayman and BCI disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

(2) Represents 553,995 shares of Class A common stock issuable pursuant to options exerciseable within 60 days and 61,555 shares of Class L common stock issuable pursuant to options exerciseable within 60 days.

(3) Represents 55,399 shares of Class A common stock issuable pursuant to options exerciseable within 60 days and 6,156 shares of Class L common stock issuable pursuant to options exerciseable within 60 days.

(4) Represents 99,719 shares of Class A common stock issuable pursuant to options exerciseable within 60 days and 11,080 shares of Class L common stock issuable pursuant to options exerciseable within 60 days.

(5) Represents 99,719 shares of Class A common stock issuable pursuant to options exerciseable within 60 days and 11,080 shares of Class L common stock issuable pursuant to options exerciseable within 60 days.

(6) Represents 99,719 shares of Class A common stock issuable pursuant to options exerciseable within 60 days and 11,080 shares of Class L common stock issuable pursuant to options exerciseable within 60 days.

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(7) Mr. Barnes, Mr. Connaughton and Mr. Gordon are each a managing director or principal of Bain Capital Partners, LLC. They disclaim any beneficial ownership of any shares beneficially owned by any entity affiliated with Bain Capital Partners, LLC in which they do not have a pecuniary interest. Mr. Barnes, Mr. Connaughton and Mr. Gordon each have an address c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Arrangements with Our Investors

On February 6, 2006, investment funds managed by Bain Capital Partners, LLC and certain members of our management entered into a stockholders agreement related to the purchase of shares of capital stock of Holdings. The stockholders agreement contains agreements among the parties with respect to the election of our directors and the directors of our direct and indirect parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions), registration rights (including customary indemnification provisions) and call options. Three of our directors, Steven Barnes, John Connaughton and Chris Gordon hold the position of managing director or principal with Bain Capital Partners, LLC.

Rollover of Certain Management Equity Interests

In connection with the closing of the Transactions on February 6, 2006, and pursuant to a rollover and subscription agreement, certain members of our management converted options to purchase stock of our predecessor company into options to purchase stock of Holdings with an aggregate value of approximately $9.1 million. Dr. Barry W. Karlin, Jerome E. Rhodes, Kevin Hogge, Philip L. Herschman, Kathleen Sylvia, Dr. Thomas J. Brady and Pamela B. Burke converted options with a value of $5.0 million, $0.9 million, $0.9 million, $0.9 million, $0.5 million, $185,000 and $125,000, respectively.

Management Agreement

Upon the consummation of the Transactions, we and our parent companies entered into a management agreement with an affiliate of Bain Capital Partners, LLC pursuant to which such entity or its affiliates will provide management services. Pursuant to such agreement, an affiliate of Bain Capital Partners, LLC will receive an aggregate annual management fee of $2.0 million, and reimbursement for out-of-pocket expenses incurred in connection with the Transactions prior to the closing of the Transactions and in connection with the provision of services pursuant to the agreement. In addition, pursuant to such agreement, an affiliate of Bain Capital Partners, LLC also received aggregate transaction fees of approximately $7.2 million in connection with services provided by such entity related to the Transactions. The management agreement has a five year, evergreen term, however, in certain circumstances, such as an initial public offering or change of control of Holdings, we may terminate the management agreement and buy out our remaining obligations under the agreement to Bain Capital Partners, LLC and its affiliates. In addition, the management agreement provides that an affiliate of Bain Capital Partners, LLC may receive fees in connection with certain subsequent financing and acquisition transactions. The management agreement includes customary indemnification provisions in favor of Bain Capital Partners, LLC and its affiliates.

Executive Indebtedness

In lieu of certain compensation, one of our predecessor companies, The Camp Recovery Centers, L.P., or The Camp, entered into a loan agreement with Dr. Barry W. Karlin on April 30, 1998, under which The Camp extended loans to Dr. Karlin in each of 1998, 1999 and 2000. Under the terms of the loan agreement, a maximum principal amount of up to $460,000 could be drawn by Dr. Karlin in annual installments, with interest accruing at the minimum rate necessary to avoid imputed income under the Internal Revenue Code, with each installment due on December 31 of the year five years following the date drawn. The loan agreement also provided that the loans are to be forgiven on their respective due dates if certain performance goals are met. Under this arrangement, Dr. Karlin borrowed $100,000 in 1998, $180,000 in 1999 and $180,000 in 2000. Repayment of the outstanding principal and accrued interest of the 1998, 1999 and 2000 loans were forgiven on December 31, 2003, December 31, 2004 and December 31, 2005, respectively.

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DESCRIPTION OF SENIOR SECURED CREDIT FACILITY

In connection with the Transactions, we entered into a new senior secured credit facility with a syndicate of institutional lenders and financial institutions. The following is a summary of the terms of our new senior secured credit facility.

Our new senior secured credit facility provides for senior secured financing of up to $345.0 million, consisting of:

• a $245.0 million term loan facility with a maturity of seven years, all of which was outstanding as of March 31, 2006; and

• a $100.0 million revolving credit facility with a maturity of six years, including a letter of credit sub-facility and a swingline loan sub-facility. As of March 31, 2006, we had $0 of revolving loans and $2.2 million of letters of credit outstanding under our revolving credit facility, leaving approximately $97.8 million available for additional borrowings under our revolving credit facility.

In addition, we may request additional tranches of term loans or increases to the revolving credit facility in increments of at least $10.0 million and in an aggregate amount not exceeding $50.0 million, subject to the absence of any continuing default or event of default and other customary conditions and receipt of commitments by existing or additional financial institutions.

All borrowings under our new senior secured credit facility are subject to satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

The revolving credit facility, swingline loans and letters of credit will be available to provide financing for working capital and general corporate purposes.

Interest Rates and Fees

The interest rates per annum applicable to the loans under our new senior secured credit facility, other than swingline loans, are equal to an applicable margin percentage plus, at our option, either (a) a base rate equal to the greater of (1) the prime rate of Citibank, N.A. and (2) the federal funds rate plus one-half of 1.0% or (b) a LIBOR rate for one, two, three or six months, or a nine or twelve month period if available. Swingline loans will bear interest at the interest rate applicable to base rate revolving loans.

The applicable margin percentage will initially be a percentage per annum equal to (1) 1.25% for base rate term loans, (2) 2.25% for LIBOR rate term loans, (3) 1.50% for base rate revolving loans and (4) 2.50% for LIBOR rate revolving loans. Beginning with the date of delivery of financial statements for the first full quarterly period completed after the closing of the Transactions, the applicable margin percentage under our revolving credit facility became subject to adjustments based upon our leverage ratio being within certain defined ranges.

On the last day of each calendar quarter we are required to pay each lender a commitment fee in respect of any unused commitments under the revolving credit facility, which was initially 0.50% per annum until the date of delivery of financial statements for the first full quarterly period completed after the closing of the Transactions and thereafter subject to adjustments based upon our leverage ratio being within certain defined ranges.

Prepayments

Subject to certain exceptions, our new senior secured credit facility requires us to prepay outstanding term loans with:

• 50% (subject to reduction based upon our leverage ratio) of our annual excess cash flow, subject to certain exceptions;

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• 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions; and

• 100% (subject to reduction based upon our leverage ratio) of the net cash proceeds from any future incurrence of certain debt.

Voluntary prepayments and commitment reductions will be permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to LIBOR rate loans.

Amortization of Term Loans

Our new senior secured credit facility requires scheduled quarterly payments on the term loans each equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters, with the balance paid in the final quarterly installment.

Collateral and Guarantees

Our new senior secured credit facility is guaranteed by our direct parent company and substantially all of our and our direct parent company’s current and future domestic subsidiaries, and will be secured by substantially all of our and our guarantor subsidiaries’ existing and future property and assets and by a pledge of our capital stock and the capital stock of our domestic subsidiaries and up to 65% of the capital stock of first-tier foreign subsidiaries.

Restrictive Covenants and Other Matters

Our new senior secured credit facility also requires us to comply on a quarterly basis with certain financial covenants, including a maximum leverage ratio test and an interest coverage ratio test, which financial covenants will become more restrictive over time. In addition, our new senior secured credit facility documentation includes negative covenants that will, subject to significant exceptions, limit the ability of our direct parent company, us and our subsidiaries, to, among other things:

• incur liens and engage in sale leaseback transactions;

• make investments and loans;

• make capital expenditures;

• incur, assume or permit to exist additional indebtedness or guarantees;

• engage in mergers, acquisitions, asset sales, and other business combinations;

• declare dividends, make payments or redeem or repurchase capital stock;

• alter the business we conduct;

• engage in certain transactions with affiliates;

• enter into agreements limiting subsidiary distributions; and

• prepay, redeem or purchase certain indebtedness including the notes.

Our new senior secured credit facility contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the obligations under our new senior secured credit facility to be in full force and effect, and change of control. If such an event of default occurs, the lenders under our new senior secured credit facility will be entitled to take various actions, including the acceleration of amounts due under our new senior secured credit facility and all actions permitted to be taken by a secured creditor.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “—Certain definitions”. In this description, the terms “Company”, “we”, “us” and “our” refer only to CRC Health Corporation and not to any of its Subsidiaries.

The terms of the exchange notes are identical in all material respects to the old notes except that, upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. We refer to the exchange notes, together with the old notes, as the “Notes”. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). You may obtain a copy of the Indenture from the Company at our address set forth in this prospectus. Unless otherwise noted, all references to “$” refer to U.S. dollars.

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Copies of the Indenture are available as set forth below under “—Additional information”.

The registered holder of any Note will be treated as the owner of it for all purposes, except where otherwise required by applicable law. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes:

• are general unsecured obligations of the Company;

• are subordinated in right of payment to all existing and future Senior Debt of the Company;

• rank equally in right of payment with all existing and future unsecured senior subordinated Indebtedness of the Company;

• are senior in right of payment to all existing and future Subordinated Indebtedness of the Company;

• are effectively subordinated to any secured Indebtedness of the Company to the extent of the value of the assets securing such secured Indebtedness; and

• are structurally subordinated to all liabilities (including trade payables) of each Subsidiary of the Company that is not a Guarantor.

The Guarantees

The Notes are guaranteed by all of the domestic Restricted Subsidiaries of the Company as of the date of the Indenture other than any Securitization Subsidiary.

Each Guarantee of the Notes:

• is a general unsecured obligation of the applicable Guarantor;

• is effectively subordinated to any secured Indebtedness of the applicable Guarantor to the extent of the value of the assets securing such Indebtedness;

• is subordinated in right of payment to all existing and future Guarantor Senior Debt of the applicable Guarantor;

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• ranks equally in right of payment with all existing and future unsecured senior subordinated Indebtedness of the applicable Guarantor; and

• is senior in right of payment to all existing and future Subordinated Indebtedness of the applicable Guarantor.

As of the date of the Indenture, all of our Subsidiaries were “Restricted Subsidiaries” and Guarantors. Immediately following the date of the Indenture, the Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture. Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Indenture and will not guarantee the Notes.

The Indenture provides that each Guarantor may consolidate with, amalgamate or merge with or into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation or Sale of Assets”. The obligations of each Guarantor will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. The Guarantee of a Guarantor will be released in the event that:

(1) (a) the Company or a Restricted Subsidiary consummates a sale, disposition or other transfer (including through merger, amalgamation or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor (other than to the Company or a Restricted Subsidiary) if such sale, disposition or other transfer is made in compliance with clauses (1), (2) and (3) of the first paragraph under the caption “—Offers to Repurchase at the Option of Holders—Asset Sales”,

(b) the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture set forth under “—Certain Covenants—Restricted Payments” and the definition of “Unrestricted Subsidiary”,

(c) in the case of any Restricted Subsidiary which after the date of the Indenture is required to guarantee the Notes pursuant to the covenant described under “—Certain Covenants—Additional Subsidiary Guarantees,” the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or any Guarantor or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, or

(d) if we exercise our legal defeasance option or our covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture, and

(2) in the case of clause (1)(a) above, such Guarantor is released from its guarantee, if any, of and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Guarantor.

The Company’s Subsidiaries are permitted under the terms of the Credit Agreement and the terms of other indebtedness to enter into other agreements or incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends, the making of loans or the transfer of assets by such Subsidiaries to the Company. In addition to these contractual restrictions and prohibitions, the laws of the Company’s Subsidiaries’ jurisdictions of organization may restrict or prohibit the making of distributions, the payment of dividends, the making of loans or the transfer of assets by the Company’s Subsidiaries to the Company.

In addition to the limitations on distributions, dividends, loans or transfer of assets to the Company by the Company’s Subsidiaries mentioned above, the Credit Agreement, the Indenture, the terms of the Company’s and

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its Subsidiaries’ other indebtedness or any future agreements may prohibit or limit the Company’s and its Subsidiaries’ ability to, among other things, dispose of assets (including the stock of the Company’s Subsidiaries), issue additional indebtedness, or issue equity securities, which transactions could provide funds to make payments on the Notes if not prohibited or limited. In addition, even if such transactions were permitted, use of the proceeds therefrom for payment on the Notes may be prohibited or limited by agreements governing the Company’s or its Subsidiaries’ current and future indebtedness, including the Credit Agreement. There can be no assurances that the agreements governing the Company’s and its Subsidiaries’ current and future indebtedness or other agreements will permit the Company to engage in transactions to fund scheduled interest and principal payments on the Notes when due, if such transactions are necessary. See “Risk Factors—Offering Risks—To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control”. The creditors of any Subsidiaries that are not Guarantors, including trade creditors, and preferred stockholders, if any, of such Subsidiaries will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of the Company, including holders of the Notes. The Notes, therefore, will be structurally subordinated to the claims of creditors, including trade creditors, and preferred stockholders, if any, of such Subsidiaries.

As of March 31, 2006, the Company and the Guarantors had outstanding indebtedness as set forth below:

(1) $200.0 million of the Notes;

(2) $245.0 million of Indebtedness under the initial term loans of the Credit Agreement; and

(3) $0 under the revolver portion of the Credit Agreement, in addition to available but undrawn amounts under this revolver of $100.0 million (excluding approximately $2.2 million of letters of credit).

Subordination

The payment of principal, interest and premium and Additional Interest, if any, on the Notes is subordinated to the prior payment in full of all Senior Debt of the Company, including Senior Debt incurred after the date of the Indenture. The holders of Senior Debt are entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt whether or not a claim for such amount would be allowed in such proceedings) before the holders of Notes are entitled to receive any payment with respect to the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”), in the event of any distribution to creditors of the Company:

(1) in a liquidation or dissolution of the Company;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of the Company’s assets and liabilities.

The Company also may not make any payment in respect of the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity (without further notice or the

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passage of time, other than notice of acceleration) and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of such Designated Senior Debt.

Payments on the Notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received or the date that the Trustee receives notice from the Representative of such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Payment Blockage Notice, that, in either case, would give rise to a nonpayment default pursuant to any provisions under which a nonpayment default previously existed or was continuing shall constitute a new nonpayment default for this purpose).

If the Trustee or any holder of the Notes receives a payment or distribution in respect of the Notes (except that holders may receive and retain Permitted Junior Securities and payments from the trust described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) when the payment or distribution is prohibited by these subordination provisions, the Trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt or their Representative, the Trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper Representative.

The Company must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default.

Each Guarantor’s obligations under its Guarantee are senior subordinated obligations. As such, the rights of holders of Notes to receive payment by a Guarantor pursuant to its Guarantee will be subordinated in right of payment to the rights of holders of Guarantor Senior Debt. The terms of the subordination and payment blockage provisions described above with respect to the Company’s obligations under the Notes apply equally to a Guarantor and the obligations of such Guarantor under its Guarantee.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Company, holders of Notes may recover less ratably than creditors of the Company who are holders of Senior Debt. See “Risk Factors—Offering Risks—Your right to receive payments on the notes is junior to our senior indebtedness and the senior indebtedness of the guarantors, including that outstanding under our new senior secured credit facilities, and possibly all of our future borrowings” and “—The notes will be unsecured and will be effectively subordinated to our secured indebtedness”.

With the consent of holders of a majority in aggregate principal amount of the outstanding Notes, the Company will be permitted under the Indenture to amend the ranking and other subordination terms described above.

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Principal, Maturity and Interest

The Company issued Notes in an aggregate principal amount of $200.0 million. The Indenture provides for the issuance of additional Notes having substantially identical terms and conditions to such Notes offered in this offering (the “Additional Notes”), subject to compliance with the covenants contained in the Indenture. Any Additional Notes are part of the same issue as the Notes previously offered and vote on all matters with the Notes. The Notes will mature on February 1, 2016.

The Notes were issued in denominations of $1,000 and integral multiples of $1,000. Interest on the Notes accrues at a rate of 10 ³/4% per annum and is calculated and payable semiannually in arrears on February 1 and August 1, commencing on August 1, 2006. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding January 15 and July 15.

Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

Principal of, premium, if any, interest, and Additional Interest, if any, on the Notes will be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided, however, that all payments of principal, premium, if any, interest, and Additional Interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof.

Paying Agent and Registrar for the Notes

The Company will maintain one or more paying agents (each, a “paying agent”) for the Notes. The initial paying agent will be U.S. Bank National Association.

The Company will also maintain one or more registrars (each, a “registrar”). The Company will also maintain a transfer agent in New York. The initial registrar of Notes will be U.S. Bank National Association. The initial transfer agent of Notes will be U.S. Bank National Association. The registrar and the transfer agent will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfers of Notes on behalf of the Company.

The Company may change the paying agent, the registrar or the transfer agent without prior notice to the holders. The Company or any of its Restricted Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

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Optional Redemption

At any time prior to February 1, 2009, the Company may, at its option, on one or more occasions, redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings, at a redemption price of 110.75% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date; provided, however, that:

(1) at least 65% of the aggregate principal amount of the Notes issued (calculated after giving effect to any issuance of Additional Notes) must remain outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries) and

(2) the redemption must occur within 90 days of the date of the closing of any such Equity Offering.

The Notes may be redeemed in whole or in part, at any time prior to February 1, 2011, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first- class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On or after February 1, 2011, the Company may redeem all or a part of the Notes, at its option, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below:

Year	Percentage
2011	105.375	%
2012	103.583	%
2013	101.792	%
2014 and thereafter	100.000	%

The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Sinking Fund

The Company is not required to make mandatory sinking fund payments with respect to the Notes.

Offers to Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, unless the Company at such time gives notice of redemption under the second or third paragraph under the caption “—Optional Redemption”, each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Within 60 days following any Change of Control, unless the Company at such time has given notice of redemption under the second or third paragraph under the caption

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“—Optional Redemption,” the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s Notes pursuant to a Change of Control Offer on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.

Prior to complying with any of the provisions of this “Change of Control” covenant under the Indenture governing the Notes, but in any event within 120 days following a Change of Control, to the extent required to permit the Company to comply with this covenant, the Company will either repay all Indebtedness outstanding under the Credit Agreement or obtain the requisite consents, if any, under all agreements governing Indebtedness outstanding under the Credit Agreement. The Credit Agreement will restrict us from purchasing the Notes and will provide that certain change of control events would constitute a default thereunder, which would require the repayment of amounts outstanding under the Credit Agreement upon an acceleration of the Indebtedness issued thereunder. A default under the Credit Agreement would result in a default under the Indenture if the lenders accelerate the debt under the Credit Agreement. Any future credit agreement or agreements relating to other Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of the lenders under those agreements to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other Indebtedness. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the holders of the Notes. See “Risk Factors—Offering Risks—Your right to receive payments on the notes is junior to our senior indebtedness and the senior indebtedness of the guarantors, including that outstanding under our new senior secured credit facilities, and possibly all of our future borrowings,” “—The notes will be unsecured and will be effectively subordinated to our secured indebtedness”, and “—We may not be able to purchase the notes upon a change of control”.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control or conditional upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

In addition, the Company shall not be required to make a Change of Control Offer upon a Change of Control if, in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternative Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternative Offer; provided, however, that the terms and conditions of such contemplated Change of Control are described in reasonable detail to the holders of Notes in the notice delivered in connection with such Alternative Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Company to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) in the case of an Asset Sale involving consideration in excess of $7.5 million, the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

(3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (3) above, the amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated

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Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 1.25% of the Company’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within fifteen (15) months after the receipt of any Net Proceeds from an Asset Sale, or, with respect to (2) and (3) below, if a contract for such investment has been entered into within fifteen (15) months after the receipt of any Net Proceeds from an Asset Sale, within 180 days of the date of such contract (but only if such 180th day occurs later than the end of such fifteenth month), the Company may apply, or cause its Restricted Subsidiary to apply, those Net Proceeds at its option:

(1) to permanently reduce (i) Senior Debt or Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto) or (ii) Indebtedness pari passu to the Notes (provided, however, that the Company shall equally and ratably reduce Indebtedness under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of Notes) or (iii) Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness owed to the Company or to a Subsidiary of the Company;

(2) to an investment in (A) any one or more businesses; provided, however, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in the case of each of (A), (B) and (C), used or useful in a Permitted Business; and/or

(3) to an investment in (A) any one or more businesses; provided, however, that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) other assets, in the case of each of (A), (B) and (C), that replace the businesses, properties and assets that are the subject of such Asset Sale.

Asset Sale Offer

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $7.5 million, the Company will make an offer (an “Asset Sale Offer”) to all holders of the Notes and Indebtedness that ranks pari passu to the Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the remaining Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise may invest the Net Proceeds in any manner that is not prohibited by the Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

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The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows;

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

No Notes of $1,000 or less can be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering in accordance with the first paragraph under “—Optional Redemption”, the Trustee will select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption will become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Restricted Payments

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation (other than (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or (B) dividends or distributions by a Restricted Subsidiary to the Company or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

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(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger, amalgamation or consolidation involving the Company and including the exercise of any option to exchange any Equity Interests (other than into any Equity Interest of the Company or any of its direct or indirect parents that is not Disqualified Stock);

(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or the Guarantees) (other than (x) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition or retirement of Indebtedness subordinated or junior in right of payment to the Notes, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or acquisition or retirement); or

(d) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of indebtedness and issuance of preferred stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2) through (7), (9) through (13) and (15), (17) and (18) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the date of the indenture occurs, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by the Company after the date of the indenture from the issue or sale of (x) Equity Interests of the Company (including Retired Capital Stock (as defined below) but excluding (i) cash proceeds and marketable securities received from the sale of Equity Interests of the Company or any direct or indirect parent (to the extent actually contributed to the Company) to members of management, directors or consultants of the Company, any direct or indirect parent corporation of the Company and the Subsidiaries after the date of the indenture to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) Designated Preferred Stock, (iii) the Cash Contribution Amount, (iv) Disqualified Stock and (v) Excluded Contributions or (y) debt securities of the Company that have been converted into such Equity Interests of the Company (other than Refunding Capital Stock (as defined below) or Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus

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(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities contributed to the capital of the Company after the date of the indenture (other than (i) by a Restricted Subsidiary, (ii) any Excluded Contributions, (iii) any Disqualified Stock, (iv) any Designated Preferred Stock, (v) the Cash Contribution Amount and (vi) cash proceeds and marketable securities received from the sale of Equity Interests of the Company or any direct or indirect parent (to the extent actually contributed to the Company) to members of management, directors or consultants of the Company, any direct or indirect parent corporation of the Company and the Subsidiaries after the date of the indenture to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d) without duplication of amounts included in clause (18) of the next succeeding paragraph, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received after the date of the indenture by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries and releases of guarantees (to the extent no payment was made thereunder) which constitute Restricted Investments which reduced the amount available under this clause (3) of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made pursuant to clause (10) or (18) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Investments made pursuant to clauses (10) or (18) of the next succeeding paragraph and Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Equity Interests of the Company or any direct or indirect parent of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock and the Cash Contribution Amount) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent

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sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes or the Guarantees made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred in compliance with the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness being so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the Notes and the Guarantees at least to the same extent as the Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parents held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parents (or their permitted transferees, assigns, estates, heirs, spouses or former spouses), in each case, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); and provided, further, that such amounts may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parents, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parents that occurs after the date of the indenture plus (B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the date of the indenture; provided, however, that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in compliance with the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges for such Person;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the date of the indenture and the declaration and payment of dividends or distributions to any direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Company or of any direct or indirect parent of the Company issued after the date of the indenture; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions thereon) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received, directly or indirectly, by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the date of the indenture;

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(7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) the payment of dividends on the Company’s common stock following the first public offering of the Company’s common stock or the common stock of any of its direct or indirect parents after the date of the indenture, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company in any past or future public offering, other than public offerings with respect to the Company’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9) Restricted Payments that are made with Excluded Contributions; provided, that in the case of any Excluded Contributions which are not made in cash, any Restricted Payment (other than any Investment) with such Excluded Contributions are of substantially similar property to the property contributed;

(10) other Restricted Payments in an aggregate amount not to exceed $15.0 million;

(11) the declaration and payment of dividends to, or the making of loans to, any direct or indirect parent of the Company in amounts required for such party to pay:

(A) franchise taxes and other fees, taxes and expenses required to maintain its legal existence;

(B) federal, state and local income taxes to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer;

(C) customary and reasonable salary, bonus, severance and other benefits payable to officers and employees of any direct or indirect parent of the Company to the extent such salaries, bonuses, severance and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(D) general overhead expenses (including professional and administrative expenses) for any direct or indirect parent of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(E) fees and expenses other than to Affiliates related to any unsuccessful equity or debt offering not prohibited by the Indenture;

(12) cash dividends or other distributions or payments on the Company’s or any Restricted Subsidiary’s Capital Stock or Equity Interests used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the Transactions, and to fund the merger consideration under the Merger Agreement;

(13) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “—Offers to Repurchase at the Option of Holders—Change of Control” and “—Asset Sales”; provided, however, that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered in connection with such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) cash dividends or other distributions or payments on the Company’s Capital Stock or Equity Interests of the net proceeds received by the Company from the sale of the Notes on the date of the

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indenture, the proceeds of which will be used as described in the prospectus under the section entitled “Use of proceeds”;

(16) the payment of dividends and other distributions to any direct or indirect parent of the Company in an amount equal to any reduction in taxes actually realized by the Company and its Restricted Subsidiaries in the form of refunds or credits or from deductions when applied to offset income or gain as a direct result of (i) transaction fees and expenses, (ii) commitment and other financing fees or (iii) severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options or bonuses, in each case in connection with the Transactions (notwithstanding anything to the contrary in the Indenture, 50% of the Restricted Payments permitted by this clause (16) and made hereunder shall be excluded from the amount of Restricted Payments made by the Company and the Restricted Subsidiaries for purposes of clause (3) of the preceding paragraph);

(17) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company or any direct or indirect parent of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this covenant (as determined in good faith by the Board of Directors of the Company); and

(18) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding, after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Company and/or its Restricted Subsidiaries consist of cash and/or marketable securities, not to exceed the sum of (x) $10.0 million and (y) if positive, an amount equal to 5.0% of Consolidated Net Income of the Company (taken as one accounting period) from the beginning of the fiscal quarter in which the date of the indenture occurs to the end of the Company’s most recently ended fiscal quarter prior to the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), (8), (14), (16) or (18) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of any Restricted Payment (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company. The Company’s determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $10.0 million.

The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary.

For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if an Investment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants contained in the Indenture.

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Incurrence of Indebtedness and Issuance of Preferred Stock

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) the incurrence of Indebtedness under the Credit Agreement by the Company or any of the Guarantors together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of (x) $345.0 million plus (y) up to an additional $50.0 million, to the extent the Consolidated Senior Debt Ratio as of the date of incurrence would have been no greater than 3.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), less (z) the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales;

(2) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes issued on the date of the indenture and by the Exchange Notes issued in exchange for, and evidencing the Indebtedness formerly evidenced by, the Notes (including any Guarantee thereof);

(3) Existing Indebtedness (other than indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 270 days before or after such purchase, lease or improvement in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4) and any Indebtedness that refunds or refinances such Indebtedness, does not exceed the greater of (x) $7.5 million and (y) 1.0% of the Company’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of the incurrence of such Indebtedness;

(5) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in

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connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash pro ceeds (the fair market value of such noncash proceeds being determined in good faith by the Board of Directors of the Company and measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and any Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Company or a Guarantor is the obligor on any such Indebtedness owed to a Non-Guarantor Restricted Subsidiary, such Indebtedness is expressly subordinated in right of payment to all obligations of the Company or such Guarantor with respect to the Notes or the Guarantees;

(8) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(9) Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(10) obligations in respect of performance and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(11) Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $30.0 million (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (11) shall cease to be deemed incurred or outstanding for purposes of this clause (11) but shall be deemed incurred for the purposes of the first paragraph of this covenant for the Company or any Guarantor from and after the first date on which the Company or such Guarantor could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11));

(12) (x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of the Company or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by the Company or such Restricted Subsidiary is permitted under the terms of the Indenture; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a

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Non-Guarantor Restricted Subsidiary of Indebtedness of another Non-Guarantor Restricted Subsidiary incurred in accordance with the terms of the Indenture, and (z) any guarantee by a Restricted Subsidiary of Indebtedness of the Company incurred in accordance with the terms of the Indenture;

(13) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2) and (3) above, this clause (13) and clauses (14), (17) and (22) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees, at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Company or a Guarantor or (y) Indebtedness or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a Stated Maturity prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided, further, that subclauses (A), (B) and (E) of this clause (13) will not apply to any refunding or refinancing of any Senior Debt or Guarantor Senior Debt;

(14) Indebtedness or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into or amalgamated with the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided, however, that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger or amalgamation; and provided, further, that after giving effect to such incurrence of Indebtedness either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

(15) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten business days of its incurrence;

(16) Indebtedness incurred in a Qualified Securitization Financing;

(17) Contribution Indebtedness;

(18) Indebtedness consisting of promissory notes issued by the Company or any Guarantor to current or former officers, directors and employees, their respective estates, assigns, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent of the Company permitted by the covenant described under the caption “—Restricted Payments”;

(19) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(20) Indebtedness incurred in the ordinary course of business consisting of a guarantee in favor of a third party in connection with such third party’s lease of products purchased from the Company or any Restricted Subsidiary to customers;

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(21) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, which when taken together with all Indebtedness of Foreign Subsidiaries outstanding pursuant to this clause (21) does not exceed at the time of incurrence the greater of (x) $10.0 million and (y) 1.5% of the Company’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of incurrence of such Indebtedness; and

(22) Indebtedness of the Company or a Guarantor incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Company or such Guarantor of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger, amalgamation or consolidation with, any Person owning such assets); provided, that after giving effect to such transaction and any related financing transactions, the Fixed Charge Coverage Ratio of the Company for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, (A) would have been at least 1.75 to 1 and (B) would have been greater than the Company’s Fixed Charge Coverage Ratio for such period immediately prior to such transaction.

For purposes of determining compliance with this “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the date of the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1), and the Company shall not be permitted to reclassify all or any portion of such Indebtedness. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Layering

The Indenture provides that the Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Senior Debt (including Acquired Debt) of the Company or Guarantor Senior Debt (including Acquired Debt) of such Guarantor, as the case may be, unless such Indebtedness is either

(1) pari passu in right of payment with the Notes or the Guarantees; or

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(2) subordinate in right of payment to the Notes or the Guarantees.

For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien (other than Permitted Liens and Liens securing the Notes and the Guarantees (including Additional Notes and Guarantees thereof)) that secures obligations under any Indebtedness of the Company or any Restricted Subsidiary on any asset or property of the Company or any Restricted Subsidiary or any income or profits therefrom or assign or convey any right to receive income therefrom, that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Guarantor’s Guarantee thereof, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens until such time as such obligations are no longer secured by a Lien; or

(2) in all other cases, the Notes and any Guarantees are equally and ratably secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement or related documents as in effect on the date of the indenture or as otherwise in effect so long as such encumbrances or restrictions are not any more materially adverse to the holders of the Notes or (y) on the date of the indenture, including, without limitation, pursuant to Existing Indebtedness and related documentation;

(2) the Indenture and the Notes and Guarantees (including any Exchange Notes and related Guarantees and Additional Notes and Guarantees thereof);

(3) purchase money obligations or other obligations described in clause (4) of the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock” for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;

(4) applicable law or any applicable governmental, judicial or regulatory rule, regulation or order;

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(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under the captions “—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(10) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;

(11) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(12) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; or

(13) other Indebtedness of a Foreign Subsidiary that is incurred subsequent to the date of the indenture in accordance with the provisions of the Indenture.

Merger, Consolidation or Sale of Assets

The Indenture provides that the Company may not, directly or indirectly: (1) consolidate, merge or amalgamate with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to such Trustee;

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(3) immediately after such transaction no Default or Event of Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such transaction; and

(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes.

Each Indenture will also provide for similar provisions relating to any consolidation, merger or sale, assignment, transfer, conveyance or disposal of all or substantially all of the properties or assets of a Guarantor, other than to the Company or another Guarantor.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The predecessor company will, where applicable, be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Clauses (3) and (4) of this “—Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries and this covenant will not apply to the merger contemplated by the Merger Agreement. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with, merge into, amalgamate with or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Transactions with Affiliates

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable taken as a whole to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

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(2) the Company delivers to the Trustee

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the holders of the Notes of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments permitted by the Indenture, Permitted Investments (excluding Investments described in clauses (3), (5), (9) and (12) of the definition of Permitted Investments) and any Permitted Investment in a joint venture that is an Affiliate of the Company solely as a result of the Company’s ownership interest in such joint venture;

(3) the payment to the Sponsor of annual management, consulting, monitoring and advisory fees and Termination Fees and related indemnities and expenses pursuant to the Management Agreement or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the indenture);

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursement of expenses provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary, as determined in good faith by the Board of Directors of the Company or senior management thereof;

(5) the payment by the Company or any Restricted Subsidiary to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of the Company, in each case in good faith;

(6) transactions in which the Company or any Restricted Subsidiary delivers to the applicable Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;

(7) payments or loans (or cancellations of loans) to employees, officers, directors or consultants of the Company or any of its direct or indirect parents or any Restricted Subsidiary which are otherwise permitted under the Indenture;

(8) payments made or performance under any agreement or instrument as in effect as of the date of the indenture (other than the Management Agreement and Stockholders Agreement), or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the indenture);

(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party as of the date of the indenture and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by

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the Company or any of its Restricted Subsidiaries of its obligations under, any amendment to the Stockholders Agreement or under any similar agreement entered into after the date of the indenture shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to holders of the Notes in any material respect than the original agreement as in effect on the date of the indenture;

(10) the Transactions and the payment of all fees and expenses related to or incurred in connection with the Transactions as set forth in the prospectus relating to the Notes;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms taken as a whole at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(12) if otherwise not prohibited hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any direct or indirect parent of the Company or to any Permitted Holder or to any director, officer, employee or consultant of the Company or its Subsidiaries or any direct or indirect parent of the Company; and

(13) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the good faith determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms taken as a whole at least as favorable as would reasonably have been entered into at such time with an unaffiliated party.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

Payments for Consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Additional Subsidiary Guarantees

The Indenture provides that the Company will cause each Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary) that:

(1) guarantees any Indebtedness of the Company or any Guarantor; or

(2) if a Domestic Subsidiary, incurs any Indebtedness or issues any shares of Preferred Stock permitted to be incurred or issued pursuant to clause (1) of the definition of Permitted Debt or clause (11) of the definition of Permitted Debt;

to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the Notes. Each Guarantee will be limited to an amount not to exceed the maximum amount that can

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be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall be released in accordance with the provisions of the Indenture described under “—Guarantees”.

Reports

The Indenture provides that whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the Trustee, DTC and the holders of the Notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

In addition, whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission (unless the Commission will not accept such a filing) for public availability within the time periods specified in the Commission’s rules and regulations for a filer that is not an “accelerated filer” (as defined in such rules and regulations) and make such information available to securities analysts and prospective investors upon request.

In addition, if at any time any direct or indirect parent becomes a Guarantor (there being no obligation of any such parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of parent rather than the Company.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer by the filing with the SEC of this exchange offer registration statement, and any amendments hereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Events of Default and Remedies

Under the Indenture, an Event of Default is defined as any of the following:

(1) the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes whether or not prohibited by the subordination provisions of the Indenture;

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(2) the Company defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 60 days, whether or not prohibited by the subordination provisions of the Indenture;

(3) the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clause (1) or (2) above; but including, the failure to make or fulfill the terms of a Change of Control Offer or an Asset Sale Offer) and such default or breach continues for a period of 60 days after the notice specified below;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the date of the indenture, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $15.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(5) certain events of bankruptcy, insolvency or receivership affecting the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company) would constitute a Significant Subsidiary;

(6) the failure by the Company or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $15.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(7) any Guarantee of a Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company) would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor (or group of Guarantors) denies or disaffirms its obligations under the Indenture or any Guarantee(s) other than by reason of the release of such Guarantee(s) in accordance with the terms of the Indenture and such default continues for 10 days.

If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Company) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable, or if the Credit Agreement remains outstanding, upon the first to occur of an acceleration under the Credit Agreement and five business days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

If an Event of Default specified in clause (5) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes.

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The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The holders of a majority in principal amount of the Notes issued and then outstanding under the Indenture may waive any existing Default or Event of Default under the Indenture, and its consequences, except (1) a default in the payment of the principal of or interest on the Notes and (2) in respect of a covenant or provision in the Indenture that cannot be modified or amended without the consent of each holder of an outstanding Note affected.

In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act of 1939, as amended. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No direct or indirect parent, and no past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Company, any Subsidiary or any direct or indirect parent (other than the Guarantors pursuant to the Guarantees), as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their

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creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes issued under the Indenture (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on the Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes issued thereunder. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, and insolvency events of the Company but not its Restricted Subsidiaries) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars, and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes through the Stated Maturity or through the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service, a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders and beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax (including, for greater certainty, withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders and beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax (including, for greater certainty, withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of each of the Indenture or the Notes may be waived (except a default in respect of the payment of principal or interest on the Notes) with the consent of the holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “—Offers to Repurchase at the Option of Holders”), or impair the right to institute suit for enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

(3) reduce the rate of, or change the time for payment of, interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in such Note;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Offers to Repurchase at the Option of Holders”);

(8) make any change in the preceding amendment and waiver provisions; or

(9) modify the Guarantee in any manner adverse to the holders of the Notes.

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Notwithstanding the preceding, without the consent of any holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee;

(2) to provide for uncertificated Notes in addition to, or in place of, certificated Notes;

(3) to provide for the assumption of the Company’s obligations to holders of Notes in the case of a merger, amalgamation, consolidation, or sale of all or substantially all of the Company’s assets;

(4) to make any change that would provide any 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;

(5) to secure the Notes;

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(7) to add to the covenants of the Company or a Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or a Guarantor;

(8) to add a Guarantee of the Notes, including, without limitation, by a direct or indirect parent of the Company; or

(9) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided, however, that such sale, designation or release is in accordance with the provisions of the Indenture.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

either:

(1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest through the date of maturity or redemption;

(3) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument (other than the Indenture) to which the Company is a party or by which the Company is bound;

(4) the Company has paid or caused to be paid all sums payable by it under the Indenture; and

(5) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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In addition, the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notices

All notices to the holders will be valid if published in a leading English language daily newspaper published in New York City or such other English language daily newspaper with general circulation in the U.S. Any notice will be deemed to have been given on the date of publication or, if so published more than once on different dates, on the date of first publication. It is expected that publication will normally be made in the Wall Street Journal. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

Concerning the Trustee

If the Trustee becomes a creditor of the Company, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who received this prospectus may obtain a copy of the indenture without charge by writing to CRC Health Corporation, 20400 Stevens Creek Boulevard, Suite 600, Cupertino, CA 95014, Attn: General Counsel.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(a) 1.00% of the then outstanding principal amount of the Note; and

(b) the excess of:

(i) the present value at such redemption date of (i) the redemption price at February 1, 2011 with respect to the Notes (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the Notes through February 1, 2011 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(ii) the then outstanding principal amount of such Note.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions) (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law), in each case, other than:

(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries;

(2) the disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, in a manner permitted pursuant to the covenant contained under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(3) the granting of a Lien permitted by the covenant contained under the caption “—Certain Covenants—Liens”;

(4) for purposes of “—Offers to Repurchase at the Option of Holders—Asset Sales” only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Company or its Restricted Subsidiaries) or a disposition subject to “—Certain Covenants—Restricted Payments”;

(5) any disposition of assets by the Company or a Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $3.0 million;

(6) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(7) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(8) foreclosures on or expropriations of assets;

(9) disposition of an account receivable in connection with the collection or compromise thereof;

(10) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted by the covenant described under the caption “—Certain covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(11) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; and

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(12) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing.

“Bain Entities” means, collectively, Bain Capital, LLC, its Affiliates and any investment funds advised or managed by any of the foregoing.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Stock” means:

(1) in the case of a corporation, shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company or any Restricted Subsidiary described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. dollars or other local currencies held from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality of the United States having maturities of not more than 12 months from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to any Credit Agreement or with any commercial bank having capital and surplus in excess of $250,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

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(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-2 from Moody’s or P-2 from S&P;

(6) readily marketable direct obligations issued by any state of the United States any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in Euros, British Pounds, Canadian dollars or other local currencies and with the tenor referred to above to the extent reasonably required in connection with any business conducted by the Company or any Restricted Subsidiary in such relevant jurisdiction; and

(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person (other than one or more Permitted Holders) or Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company; or

(3) (A) prior to the first public offering of common stock of any direct or indirect parent of the Company or the Company, the first day on which the Board of Directors of any direct or indirect parent of the Company or the Company shall cease to consist of a majority of directors who (i) were members of the Board of Directors of any direct or indirect parent of the Company or the Company on the date of the indenture or (ii) were either (x) nominated for election by the Board of Directors of any direct or indirect parent of the Company or the Company, a majority of whom were directors on the date of the indenture or whose election or nomination for election was previously approved by a majority of Continuing Directors or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses A(i) and A(ii), “Continuing Directors”) and (B) after the first public offering of common stock of any direct or indirect parent of the Company or the Company, (i) if such public offering is of any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of any direct or indirect parent of the Company are not Continuing Directors or (ii) if such public offering is of the Company’s common stock, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the date of the indenture, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Commission” means the Securities and Exchange Commission.

“Company” means CRCA Merger Corporation, a corporation incorporated under the laws of Delaware, until a successor Person shall have become such pursuant to the applicable provisions under the Indenture, and

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thereafter “Company” shall mean such successor Person; provided, however, that following the Transactions, Company shall mean CRC Health Corporation, a corporation incorporated under the laws of Delaware.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, the amortization of capitalized development costs and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments (other than imputed interest as a result of purchase accounting), and the interest component of Capitalized Lease Obligations), but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees relating to the Specified Financings, plus (b) net payments (if any) made pursuant to interest rate and Indebtedness-related foreign exchange Hedging Obligations, less (c) net payments (if any) received pursuant to interest rate and Indebtedness-related foreign exchange Hedging Assets, plus (d) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, plus (e) the Securitization Fees, less (f) interest income actually received in cash for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary, unusual or non-recurring gains, losses or expenses (including, without limitation, expenses related to the Transactions, severance, relocation, integration and facilities consolidation, signing, retention or completion bonuses, transition costs and restructuring costs) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) as well as any current period impact of new accounting pronouncements including those related to purchase accounting;

(3) any net after-tax gains or losses attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

(4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that, to the extent not already included, Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions or payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof during such period;

(5) solely for the purpose of determining the amounts available for Restricted Payments under clause (3) of the first paragraph of “—Certain Covenants—Restricted Payments”, the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless (x) such restriction with respect to the payment of dividends or in similar distributions has been legally waived or (y) such restriction is permitted by the covenant described under “—Certain Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries”; provided, however, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof during such period, to the extent not already included therein;

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(6) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, fixed assets, goodwill and deferred financing costs but excluding inventory) (but excluding any such noncash item to the extent it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed and to the extent cash is not paid in respect thereof) in connection with the Transactions or any future acquisition, merger, consolidation, disposition or similar transaction shall be excluded;

(7) noncash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, and any cash compensation charges associated with the payout of stock options in connection with the Transactions shall be excluded;

(8) any net after-tax gains or losses attributable to the early extinguishment or conversion of Indebtedness (including the write-off of deferred financing costs and unamortized debt discount) and the early termination of Hedging Obligations in connection with the Transactions shall be excluded;

(9) noncash income or charges resulting from mark-to-market accounting under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies shall be excluded;

(10) unrealized gains and losses from Hedging Obligations or “embedded derivatives” that require the same accounting treatment as Hedging Obligations shall be excluded;

(11) any purchase accounting adjustments (including the impact of recording inventory and deferred revenue at fair values), amortization, impairments, write-offs or other noncash charges resulting from purchase accounting with respect to the Transactions or any other transaction shall be excluded; and

(12) the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any other acquisitions shall be included for the fiscal periods that such revenue would otherwise have been recognized.

Notwithstanding the foregoing, for the purpose of the covenant contained under the caption “—Certain Covenants—Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Company and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under the caption “—Certain covenants—Restricted payments”.

“Consolidated Senior Debt Ratio” means, as of any date of determination, the ratio of (1) the aggregate amount of Senior Debt of the Company and its Restricted Subsidiaries as of such date of determination, to (2) EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Senior Debt and EBITDA as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Assets” means, with respect to any Person, the consolidated total assets of such Person and its Restricted Subsidiaries determined in accordance with GAAP.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or

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otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than (i) Excluded Contributions and amounts applied to make a Restricted Payment in accordance with clause (2) of the second paragraph of “—Certain covenants—Restricted payments” and (ii) cash contributions, the proceeds of which have been or are to be used to redeem Notes in accordance with the terms of the Indenture) made to the capital of the Company or any Restricted Subsidiary following the date of the indenture; provided, however, that such Contribution Indebtedness:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the Company or any Restricted Subsidiary, the amount of such excess shall be (A) Subordinated Indebtedness to the Notes under the Indenture (other than Secured Indebtedness) or (B) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and

(2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the date of the incurrence thereof.

“Credit Agreement” means that certain credit agreement to be entered into on the date of the indenture in connection with the Transactions by and among the Company, CRC Intermediate Holdings, Inc., Citicorp North America Inc., as Administrative Agent, Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Joint Bookrunners, Merrill Lynch Capital Corporation and Credit Suisse, Cayman Islands Branch, as Co-Documentation Agents, and the lenders party thereto from time to time, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time (including any successive refinancing) in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof. Any Qualified Securitization Financing entered into under clause (16) of the second paragraph of “—Certain covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” shall not be considered a Credit Agreement.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption, repurchase or payment of, on or with respect to such Designated Noncash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant described under “—Certain covenants—Restricted payments”.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

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(2) any other Senior Debt or Guarantor Senior Debt permitted under the Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company in the instrument evidencing that Senior Debt or Guarantor Senior Debt as “Designated Senior Debt”.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that such Person may not repurchase or redeem any such Capital Stock (and all securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by such person with the provisions of the Indenture described under the caption “—Offers to Repurchase at the Option of Holders” and such repurchase or redemption complies with “—Certain Covenants—Restricted Payments”), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, or is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary) in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means any Subsidiary of the Company that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

“EBITDA” means with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication,

(1) provision for taxes based on income or profits, plus franchise, withholding or similar taxes of such Person for such period deducted in computing Consolidated Net Income, plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated Net Income, plus

(4) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or to the Transactions (including any accruals and reserves that are established within twelve months after the date of the indenture that are so required to be established as a result of the Transactions in accordance with GAAP) and, in each case, deducted in such period in computing Consolidated Net Income, plus

(5) the amount of management, monitoring, consulting and advisory fees (including Termination Fees) and related expenses paid to the Sponsor and its Affiliates (other than portfolio companies) (or any accruals relating to such fees and related expenses) during such period pursuant to the Management Agreement, plus

(6) Securitization Fees to the extent deducted in calculating such Consolidated Net Income, plus

(7) any deduction attributable to minority interests of third parties in non-wholly owned Subsidiaries, except to the extent of cash dividends declared or paid on Equity Interests of such Subsidiaries held by third parties, plus

(8) the amount of any restructuring charge or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs,

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including future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income, plus

(9) any Historical Adjustments, plus

(10) any non-cash net gain or loss resulting from Hedging Obligations relating to currency exchange risk to the extent not otherwise excluded from the calculation of EBITDA, plus

(11) any net after-tax loss from discontinued operations and any net after-tax losses on disposal of discontinued operations, plus

(12) any Non-Cash Charges to the extent deducted in the calculation of Consolidated Net Income, less

(13) without duplication, noncash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period or any items with respect to cash actually received in such period or with respect to cash actually received in prior periods); less

(14) any net after tax income from discontinued operations and any net after tax gain on disposal of discontinued operations.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parents (excluding Disqualified Stock) the proceeds of which are contributed to the Company as common equity other than (i) public offerings with respect to common stock of the Company or of any direct or indirect parent of the Company registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments”.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture after giving effect to the Transactions.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge

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Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock including, for clarity purposes, eliminating unused commitment fees with respect to Indebtedness which has been incurred on or prior to the Calculation Date (and which will remain outstanding following such transaction), as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers or consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers or consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, amalgamation, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, amalgamation, merger or consolidation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions and the related restructuring initiatives) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company and shall be calculated on a basis consistent with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction (including the Transactions and related restructuring initiatives) which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions (including transactions prior to the date of the indenture) and the Transactions), for which the steps necessary for realization are reasonably expected to be taken within the six-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; provided, however, that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount in connection with the Specified Financings) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in

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consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock.

“Foreign Exchange Component” means, with reference to a Hedging Asset or Hedging Obligation, the cumulative change in fair value of such Hedging Asset or Hedging Obligation resulting exclusively from changes in spot exchange rates.

“Foreign Subsidiary” means any Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the date of each Indenture. For purposes of this description of the Notes, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

“Guarantee” means a guarantee of the Notes on the terms set forth in the Indenture.

“Guarantor” means each Restricted Subsidiary that has provided a Guarantee for so long as such Guarantee remains in effect.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness and any Securitization Repurchase Obligation of such Guarantor, whether outstanding on the date of the indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an

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allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the date of the indenture or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(1) any Indebtedness of such Guarantor to a Subsidiary of such Guarantor (other than any Securitization Repurchase Obligation);

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation) other than the guarantee of a direct or indirect parent of Indebtedness under the Credit Agreement;

(3) Indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services (including guarantees thereof or instruments evidencing such liabilities);

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by such Guarantor;

(6) that portion of any Indebtedness incurred in violation of the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Hedging Assets” means, with respect to any Person, the receivables from counterparties of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; or

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Historical Adjustments” means, with respect to the Company and its Restricted Subsidiaries, without duplication, the following items to the extent (a) incurred prior to the date of the indenture and (b) the amounts of such items are disclosed in the adjustments to “Adjusted EBITDA” in the offering circular distributed in connection with the private offering of the old notes:

(1) estimated hurricane losses;

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(2) corporate office relocation expenses;

(3) loss on fixed asset disposals;

(4) unrecognized profit on deferred revenue acquired in the purchase of Sierra Tucson;

(5) expenses related to the forgiveness of a loan to the Chief Executive Officer;

(6) expenses incurred in anticipation of a potential initial public offering;

(7) management fees paid to Triod; and

(8) expenses of prior owners of Montecatini, 4therapy, Wellness Resource Center and Sixth Street.

“Indebtedness” means, with respect to any Person,

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(i) in respect of borrowed money,

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof),

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business or

(iv) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(2) Disqualified Stock of such Person,

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business or pursuant to Standard Securitization Undertakings in a Qualified Securitization Financing permitted by clause (16) of Permitted Debt) and

(4) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money shall be deemed not to constitute Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged and independent of the Company and the Sponsor.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such

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transactions involve the transfer of cash or other property. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” and such Investment in the Equity Interest of such former Subsidiary shall not be considered an Investment in existence on the date of the indenture.

For purposes of the definition of “Unrestricted Subsidiary” and the covenant described above under the caption “Restricted Payments,” (i) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Management Agreement by and among the Company, CRC Intermediate Holdings, Inc., Holdings and the Sponsor as in effect on the date of the indenture and as amended or replaced; provided, however, that the terms of any such amendment or replacement agreement are not as a whole, less favorable to the holders of the Notes in any material respect than the original agreement in effect on the date of the indenture.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 8, 2005, by and among CRC Health Group, Inc., CRCA Holdings, Inc. and CRCA Merger Corporation.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, in each case net of, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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“Non-Cash Charges” means (a) non-cash losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, fixed assets and investments in debt and equity securities pursuant to GAAP, (c) all non-cash losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company, or any direct or indirect parent of the Company, as applicable.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Indenture.

“Permitted Asset Swap” means any Asset Sale by the Company or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash and investments) that will be used in a Permitted Business; provided, however, that the aggregate fair market value of the property or assets being transferred by the Company or such Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received by the Company or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received by the Company is (x) less than $15.0 million, such determination shall be made in good faith by the Board of Directors of the Company and (y) greater than or equal to $15.0 million, such determination shall be made by an Independent Financial Advisor).

“Permitted Business” means the business and any services, activities or businesses incidental or directly related or similar to any line of business engaged in by the Company and its Restricted Subsidiaries as of the date of the indenture, and any business activity that is a reasonable extension, development or expansion of any of the foregoing or ancillary to any of the foregoing, including the field of behavioral health.

“Permitted Debt” is defined under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

“Permitted Holders” means (i) any of the Bain Entities, but not including, however, any portfolio companies of the foregoing and (ii) any Officers; provided, however, that if such Officers beneficially own more shares of Voting Stock of any direct or indirect parent entities of the Company than the number of such shares beneficially owned by all the Officers as of the date of the indenture or acquired by Officers within 90 days immediately following the date of the indenture, such excess shall be deemed not to be beneficially owned by Permitted Holders.

“Permitted Investments” means

(1) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

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(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with (x) an Asset Sale made in accordance with to the provisions described above under the caption “—Offers to Repurchase at the Option of Holders—Asset Sales” or (y) any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the date of the indenture and any extension, modification, replacement or renewal of any such Investments existing on the date of the indenture, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the date of the indenture;

(6) (x) loans and advances to employees, officers, directors and consultants and any guarantees (a) made in the ordinary course of business or (b) not in excess of $2.0 million in the aggregate outstanding at any one time, and (y) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(7) any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (9) of the definition of “Permitted Debt”;

(9) any Investment by the Company or a Restricted Subsidiary (other than an Investment in an Unrestricted Subsidiary) having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding (after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Company and/or its Restricted Subsidiaries consist of cash and/or marketable securities), not to exceed the greater of (x) $25.0 million and (y) 3.0% of the Company’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(10) Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parents (exclusive of Disqualified Stock);

(11) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees and Contingent Obligations incurred in the ordinary course of business;

(12) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the covenant described under the caption “—Transactions with Affiliates” (except transactions described in clauses (2), (6) and (7) of the second paragraph thereof);

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(13) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) any Investment made in the ordinary course of business consisting of a guarantee in favor of a third party in connection with such third party’s lease of products purchased from the Company or any Restricted Subsidiary to customers; and

(15) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person, in each case, in connection with a Qualified Securitization Financing incurred pursuant to clause (16) of the definition of Permitted Debt, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets and/or cash and Cash Equivalents or an equity interest.

“Permitted Junior Securities” means

(1) Equity Interests in the Company, any Guarantor or any direct or indirect parent of the Company; or

(2) unsecured debt securities that are subordinated to all Senior Debt and Guarantor Senior Debt, as applicable (and any debt securities issued in exchange for Senior Debt or Guarantor Senior Debt, as applicable) to substantially the same extent as, or to a greater extent than, the Notes and the Guarantees are subordinated to Senior Debt and Guarantor Senior Debt, as applicable, under the Indenture.

“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person, which Liens exist at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4) Liens existing on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such acquisition, merger, amalgamation or consolidation; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture;

(6) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(7) Liens in favor of the Company or any Restricted Subsidiary;

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(8) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the date of the indenture or referred to in clauses (3), (4) and (17) of this definition; provided, however, that such Liens (x) are no less favorable to the holders of the Notes, taken as a whole, and are not more favorable to the lien holders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(9) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” and Securitization Assets and/or cash and Cash Equivalents transferred to a Securitization Subsidiary or pledges of interests in a Securitization Subsidiary, in each case incurred in connection with any Qualified Securitization Financing incurred pursuant to clause (16) of the definition of Permitted Debt;

(10) Liens for taxes, assessments or other governmental charges or levies which are not overdue for a period of more than 30 days, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(12) pledges, deposits or security under worker’s compensation, unemployment insurance, employers’ health tax and other social security or statutory laws or regulations, or deposits to secure the performance of bids, tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past practice;

(13) Liens imposed by law, including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or if more than 30 days overdue, no other action has been taken to enforce such Lien or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(14) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or assignments of accounts or transfers of chattel paper entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(17) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted

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Subsidiaries at the time the Lien is incurred, (y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided, however, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(18) Liens (i) of a collection bank arising by operation of law on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

(21) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(22) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(23) restrictive covenants affecting the use to which real property may be put, provided, however, that the covenants are complied with;

(24) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(25) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(26) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(27) Liens deemed to exist in connection with Cash Equivalents in repurchase agreements;

(28) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided, however, that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depositary institution;

(29) Liens with respect to the assets of a Non-Guarantor Restricted Subsidiary securing Indebtedness of such Non-Guarantor Restricted Subsidiary incurred in accordance with covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

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(30) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Guarantor permitted to be incurred in accordance with the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(31) Liens incurred to secure Senior Debt and Guarantor Senior Debt;

(32) Liens securing obligations in an aggregate principal amount not to exceed $2,500,000; and

(33) Liens not otherwise described in clauses (1) through (32) above outstanding on the date of the indenture.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

“Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company to a Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in clause (a).

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith, except that in the event the value of any such assets or Capital Stock exceeds $10.0 million, the fair market value shall be determined by an Independent Financial Advisor.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions and which the Company delivers an Officer’s Certificate to the Trustee certifying as to compliance with all such conditions: (i) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company), (ii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and (iii) shall be non-recourse to the Company and its Subsidiaries (other than the Securitization Subsidiary) other than pursuant to Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

“Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness; provided, however, that if, and for so long as, any Indebtedness lacks such a representative, then the Representative for such Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of Indebtedness.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

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“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating business.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Securitization Assets” means any accounts receivable, instruments, chattel paper, general intangibles or revenue streams and related assets subject to a Qualified Securitization Financing.

“Securitization Fees” means all interest or other payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiar ies) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Company or its Subsidiaries, all proceeds thereof and all rights (continued and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding (including fees payable in connection with servicing Securitization Assets) other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that would be obtained at the time from Persons that are not Affiliates of the Company other than as may be

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customary in asset securitization transactions including fees payable in connection with servicing Securitization Assets and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or such other Person giving effect to such designation and an Officer’s Certificate stating each of the foregoing conditions and certifying that such designation complied with the foregoing conditions.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness and any Securitization Repurchase Obligation of the Company, whether outstanding on the date of the indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of the Company under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, re imbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the date of the indenture or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include:

(1) any Indebtedness of the Company to a Subsidiary of the Company (other than any Securitization Repurchase Obligation);

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation) other than any guarantee of any direct or indirect parent of Indebtedness under the Credit Agreement;

(3) Indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services (including guarantees thereof or instruments evidencing such liabilities);

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by the Company;

(6) that portion of any Indebtedness incurred in violation of the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111 (b) of Title 11, United States Code, is without recourse to the Company; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

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“Specified Financings” means the financings included in the Transactions.

“Sponsor” means any of Bain Capital Partners VIII, L.P. and its Affiliates.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be reasonably customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement among the Bain Entities and certain other parties thereto.

“Subordinated Indebtedness” means with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Termination Fees” means the one-time payment under the Management Agreement of a termination fee to the Sponsor (other than portfolio companies) in the event of either a Change of Control or the completion of a registered initial public offering of the common stock of the Company or any direct or indirect parent of the Company.

“Transactions” means the transactions contemplated by the (i) Merger Agreement, (ii) the Credit Agreement and (iii) the offering of the Notes.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2011; provided, however, that if the period from such redemption date to February 1, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

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“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below), and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Restricted Subsidiaries or any of their Subsidiaries own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided, however, that (a) such designation is not prohibited by the covenant contained under the caption “—Certain Covenants—Restricted Payments” and (b) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary or pursuant to which the Company or any Restricted Subsidiary has provided a guarantee, keep well or other credit support, other than in each case in respect of Standard Securitization Undertakings. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and either (A) the Company could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under the first paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”, or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such designation. Any such designation by the Board of Directors shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

The notes will be initially represented by one or more notes in the form of several registered notes in global form, without interest coupons (the “global notes”). Upon issuance, each of the global notes will be deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Book-Entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers of the old notes; banks and trust companies; and clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

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As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in its settlement system. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

Notes, in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or

• certain other events provided in the indenture should occur.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

United States Federal Tax Considerations

The following discussion summarizes certain material U.S. federal income tax (and, to a limited degree for Non-U.S. Holders (as defined below), U.S. federal estate tax) considerations relevant to the exchange of the old notes for the exchange notes pursuant to the exchange offer and the ownership and disposition of the notes. The discussion below is based upon currently existing provisions of the Internal Revenue Code of 1986, as amended, (the “Code”), applicable final, temporary and proposed Treasury regulations, judicial authority and current administrative rulings and pronouncements of the Internal Revenue Service (the “IRS”). There can be no assurance that the IRS will not take a contrary view, and no ruling from the IRS has been, or is expected to be, sought on the issues discussed herein. Legislative, judicial, or administrative changes or interpretations may be forthcoming that could alter or modify the statements and conclusions set forth herein. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences discussed below.

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED HEREIN (I) IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY US OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND (II) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE CODE. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The summary is not a complete analysis or description of all potential U.S. federal tax considerations that may be relevant to, or of the actual tax effect that any of the matters described herein will have on, particular purchasers of notes and does not address U.S. federal gift or (for U.S. Holders) estate tax consequences or alternative minimum, foreign, state, local or other tax consequences. This summary does not purport to address special classes of taxpayers (such as S corporations, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, grantor trusts, former citizens or long-term residents of the United States, broker-dealers, traders in securities and tax-exempt organizations) who are subject to special treatment under the federal income tax laws, or persons that hold notes that are a hedge against, or that are hedged against, currency risk or that are part of a hedge, straddle, conversion or other integrated transaction, or persons whose functional currency is not the U.S. dollar. This summary also does not address the tax consequences to an owner of notes held through a partnership or other pass-through entity treated as a partnership for U.S. federal income tax purposes. A partnership that is the beneficial owner of notes, or a partner in such a partnership, should consult its own tax advisor regarding the U.S. federal income tax consequences of purchasing, owning or disposing of notes. This discussion assumes that the notes will be held as capital assets within the meaning of section 1221 of the Code. No opinion of counsel is expected to be requested with respect to any of the matters discussed herein.

As used herein, the term “U.S. Holder” means a beneficial owner of notes that is (i) an individual citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation (or other entity classified as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust if (a) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) has the authority to control all of the substantial decisions of such trust or (b) the trust has made a valid election under applicable Treasury regulations to be treated as a United States person (within the meaning of the Code). As used herein, the term “Non-U.S. Holder” means a beneficial owner of notes (other than a partnership) that is not a U.S. Holder.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH PROSPECTIVE PURCHASER OF THE NOTES IS STRONGLY URGED TO CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT

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TO HIS OR HER PARTICULAR TAX SITUATION AND AS TO ANY FEDERAL, FOREIGN, STATE, LOCAL OR OTHER TAX CONSIDERATIONS (INCLUDING ANY POSSIBLE CHANGES IN TAX LAW) AFFECTING THE PURCHASE, HOLDING AND DISPOSITION OF THE NOTES.

The Exchange Offer

The exchange of the notes for the exchange notes should not constitute a taxable exchange. See “The Exchange Offer.” As a result, (1) a U.S. Holder should not recognize taxable gain or loss as a result of exchanging such holder’s notes; (2) the holding period of the exchange notes received should include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes received should be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange. Accordingly, references to “notes” apply equally to the exchange notes and the old notes.

Certain U.S. Federal Income Tax Consequences To U.S. Holders

This section describes certain U.S. federal income tax consequences to U.S. Holders. Non-U.S. Holders should see the discussion under the heading “—Certain Federal Income Tax Consequences to Non-U.S. Holders” for a discussion of certain tax consequences applicable to them.

Interest. Interest on the notes will generally be taxable to a U.S. Holder as ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

The notes should not be treated as having been issued with original issue discount (“OID”) for U.S. federal income tax purposes because the stated redemption price at maturity of the notes exceeds their issue price only by a de minimis amount (as determined for tax purposes). De minimis OID is included in the income of a U.S. Holder as stated principal payments are made, and is treated as an amount received in retirement of a note.

Under the terms of the notes, we may be obligated to pay you amounts in excess of stated interest or principal on the debt securities. For example, a premium may be payable on change of control redemptions. See “Description of the Exchange Notes—Offers to Repurchase at the Option of Holders—Change of Control.” We believe that the likelihood that we will pay you these amounts is remote. Thus, under special rules governing remote contingencies, we intend to take the position that the possibility of these payments will not cause the notes to be subject to the rules governing contingent payment debt instruments. Our determination of whether a contingency is remote will be binding on you unless you explicitly disclose your contrary position in the manner required by the applicable Treasury Regulations. Our determination, however, is not binding on the IRS, and if the IRS successfully challenged this determination, you could be required to treat any gain recognized on the sale or disposition of a note as ordinary income, and the timing and amount of income inclusion could be different for the consequences discussed herein. This discussion assumes the notes will not be treated as contingent payment debt instruments.

We have the option to repurchase the notes under certain circumstances at a premium to the issue price. See “Description of the Exchange Notes—Optional Redemption.” Under special rules governing this type of unconditional option, because the exercise of the option would increase the yield on the notes, we will be deemed not to exercise the option, and the possibility of this redemption premium will not affect the amount of income recognized by the holders in advance of receipt of any such redemption premium.

Disposition of the notes. Unless a nonrecognition provision of the Code applies, the sale, exchange, redemption (including pursuant to an offer by the Company) or other disposition of a note, will be a taxable event for U.S. federal income tax purposes. In such event, in general, a U.S. Holder of notes will recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of property received (except to the extent attributable to accrued but unpaid interest on the notes which will be taxed in the manner described above under “Interest”) and (ii) the U.S. Holder’s adjusted tax basis in the notes (generally, the purchase price paid by such holder for the notes increased by any accrued market discount if the holder has elected to include

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such market discount in its income with respect to the note; and decreased by any amortizable bond premium the holder has applied to reduce interest on the note, and any principal payments the holder receives with respect to the note). Any such gain or loss generally will be long-term capital gain or loss, provided the notes have been held for more than one year at the time of the disposition. The deductibility of capital losses is subject to limitations.

Market Discount and Bond Premium

Under the market discount provisions of the Code, generally if a U.S. Holder has purchased a note for an amount less than its adjusted issue price, the difference between the purchase price and the adjusted issue price will be treated as market discount. The U.S. Holder will be required, subject to a de minimis exception, to treat any gain on the sale, exchange or retirement of the note as ordinary income to the extent of the market discount that has not previously been included in its income and that has accrued on such note (including, in the case of an exchange note, any market discount accrued on the related original note) at the time of such sale, exchange or retirement. Unless the U.S. Holder elects to accrue under a constant yield method, any market discount will be considered to accrue ratably during the period from the date of acquisition of the exchange note to the maturity date.

If a note has market discount, the U.S. Holder may be required to defer the deduction of all or a portion of the interest expense on any indebtedness incurred or continued in order to purchase or carry the note (including, in the case of an exchange note, the interest expense on any indebtedness incurred or continued in order to purchase or carry the original note exchanged for such an exchange note) until (1) the maturity of the note, (2) the earlier disposition in a taxable transaction of the original note or exchange note or (3) if the holder makes an appropriate election, a subsequent taxable year in which it realizes sufficient interest income with respect to the exchange note.

The U.S. Holder may elect to include market discount in income currently as it accrues, on either a ratable or constant yield method, in which case the rule described above regarding deferral of interest deductions will not apply. This election to include market discount in income currently, once made, applies to all market discount obligations acquired by the U.S. Holder during the taxable year of the election and thereafter, and may not be revoked without the consent of the Internal Revenue Service (the “IRS”).

If a U.S. Holder has purchased a note for an amount that is greater than its face value, the holder generally may elect to amortize that premium from the purchase date to the maturity date under a constant yield method. Amortizable premium can generally only offset interest income on such note (including, in the case of an exchange note, the income on the original note exchanged for such an exchange note) and may generally not be deducted against other income. A U.S. Holder’s basis in a note will be reduced by any premium amortization deductions. An election to amortize premium on a constant yield method, once made, generally applies to all debt obligations held or subsequently acquired by the U.S. Holder during the taxable year of the election and thereafter, and may not be revoked without the consent of the IRS.

The rules regarding market discount and bond premium are complex and the rules described above may not apply in all cases. Accordingly, a U.S. Holder should consult its own tax adviser regarding their application.

Information reporting and backup withholding

If a U.S. Holder holds the notes through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the holder on IRS Form 1099 concerning interest and retirement proceeds on the notes, unless an exemption applies. Similarly, unless an exemption applies, a U.S. Holder must provide the intermediary or us with its Taxpayer Identification Number for use in reporting information to the IRS. If the U.S. Holder is an individual, this is its social security number. The holder is also required to comply with other IRS requirements concerning information reporting, including a certification that it is not subject to backup withholding and that it is a U.S. person.

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If a U.S. Holder is subject to these requirements but does not comply, we or the relevant intermediary must withhold a percentage of all amounts payable to the holder on the notes, including principal payments. Under current law, this percentage is 28% (subject to future adjustment). This is called backup withholding. Backup withholding may also apply if we are notified by the IRS that such withholding is required or that the Taxpayer Identification Number the holder provided is incorrect. Backup withholding is not an additional tax and taxpayers may use the withheld amounts, if any, as a credit against their federal income tax liability.

All individuals are subject to these requirements. Some non-individual holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders

This section describes certain U.S. federal income tax consequences to Non-U.S. Holders.

Interest. If, under the Code, interest on the notes is “effectively connected with the conduct of a trade or business within the United States” by a Non-U.S. Holder, such interest will be subject to U.S. federal income tax generally in a similar manner as if the notes were held by a U.S. Holder, as described above, unless an applicable income tax treaty provides otherwise. These rules are complicated and a Non-U.S. Holder is urged to consult its tax advisor. In addition, a Non-U.S. Holder that is a corporation may also be subject to U.S. branch profits tax at a rate of up to 30% of its effectively connected earnings and profits (which would include such interest). Such Non-U.S. Holder will not be subject to withholding taxes, however, if it provides a properly executed Form W-8ECI to us or our paying agent confirming that such interest is so effectively connected.

Interest on the notes held by other Non-U.S. Holders may be subject to withholding taxes of up to 30% of each payment made to the Non-U.S. Holders unless the “portfolio interest exemption” applies. In general, interest paid on the notes to a Non-U.S. Holder will qualify for the portfolio interest exemption, and thus will not be subject to U.S. federal withholding tax, if (1) such Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock in the Company; (2) such Non-U.S. Holder is not a “controlled foreign corporation” (within the meaning of section 957 of the Code) related, directly or indirectly, to the Company; and (3) either (A) we or our paying agent receives from the Non-U.S. Holder who is the beneficial owner of the obligation a statement signed by such person under penalties of perjury, on IRS Form W-8BEN (or successor form), certifying that such owner is not a U.S. Holder and providing such owner’s name and address or (B) a securities clearing organization, bank or other financial institution that holds the notes on behalf of such Non-U.S. Holder in the ordinary course of its trade or business certifies to the Company or its paying agent, under penalties of perjury, that such an IRS Form W-8BEN (or a successor form) has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner, and furnishes the payor with a copy thereof. Alternative methods may be applicable for satisfying the certification requirement described in (3) above. In addition, foreign trusts and their beneficiaries are subject to special rules. If you are a foreign trust or a beneficiary thereof, you should consult your own tax advisor regarding the certification requirements applicable to you.

If you do not claim, or do not qualify for, the benefit of the portfolio interest exemption, you may be subject to a 30% withholding tax on interest payments on the notes. However, you may be able to claim the benefit of a reduced withholding tax rate under an applicable income tax treaty between your country of residence and the U.S. Non-U.S. Holders are urged to consult their own tax advisors regarding their eligibility for treaty benefits. The required information for claiming treaty benefits is generally submitted, under current regulations, on Form W-8BEN. In addition, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number.

Disposition of the notes. A Non-U.S. Holder will generally not be subject to U.S. federal income tax or withholding tax on gain recognized on a sale, exchange, redemption (including pursuant to an offer by the Company) or other disposition of a note (except to the extent proceeds are attributable to accrued but unpaid

154

interest on the notes, which will be treated as interest). A Non-U.S. Holder may, however, be subject to U.S. federal income tax on such gain if: (1) it is a nonresident alien individual who was present in the United States for 183 days or more in the taxable year of the disposition; or (2) the gain is effectively connected with the conduct of a U.S. trade or business, as provided in applicable U.S. tax rules (in which case the U.S. branch profits tax may also apply), unless an applicable income tax treaty provides otherwise.

Information reporting and backup withholding. We must report annually to the IRS and to each Non-U.S. Holder any interest that is subject to U.S. withholding taxes or that is exempt from U.S. withholding taxes pursuant to an income tax treaty or certain provisions of the Code. Copies of these information returns may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities of the country in which the Non-U.S. Holder resides.

A Non-U.S. Holder generally will not be subject to backup withholding at the current rate of 28% with respect to payments of interest on the notes as long as the Non-U.S. Holder (i) has furnished to the payor a valid IRS Form W-8BEN certifying, under penalties of perjury, its status as a non-U.S. person, (ii) has furnished to the payor other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with Treasury regulations, or (iii) otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption.

The payment of the gross proceeds from the sale, exchange, redemption or other disposition of the notes to or through the U.S. office of any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the Non-U.S. Holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge, or reason to know, that the Non-U.S. Holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the gross proceeds from the sale, exchange, redemption or other disposition of the notes to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the United States (a “U.S. related person”). In the case of the payment of the gross proceeds from the sale, exchange, redemption or other disposition of the notes to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related person, Treasury regulations require information reporting (but not back-up withholding) on the payment unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no knowledge, or reason to know, that such evidence is incorrect.

Any amounts withheld under the backup withholding rules my be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

U.S. federal estate tax. A note held or beneficially owned by an individual who, for estate tax purposes, is not a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for U.S. estate tax purposes, provided that (i) such holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of all of our classes of stock entitled to vote, and (ii) at the time of death, payments with respect to such note would not have been effectively connected with the conduct by such holder of a trade or business in the United States. In addition, the U.S. estate tax may not apply with respect to such note under the terms of an applicable estate tax treaty.

THE FOREGOING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF NOTES IN LIGHT OF THE HOLDER’S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY TAX CONSEQUENCES TO THEM FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

155

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer which requests it in the letter of transmittal, for use in any such resale. In addition, until                     , 2006, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the effective date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain types of liabilities, including liabilities under the Securities Act.

156

LEGAL MATTERS

Certain legal matters in connection with the exchange notes and guarantees by those of the guarantors incorporated or organized under the laws of the State of Delaware or The Commonwealth of Massachusetts, including with respect to their validity and enforceability, will be passed upon for us by Ropes & Gray LLP, Boston, MA. Some partners of Ropes & Gray LLP are members of RGIP, LLC, which is an investor in certain investment funds managed by Bain Capital Partners, LLC and often a co-investor with such funds. RGIP, LLC directly and indirectly owns shares of the capital stock of Holdings representing less than 1% of the outstanding shares of stock of Holdings. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the States of California, Illinois and Texas will be passed upon for us by DLA Piper Rudnick Gray Cary US LLP. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Georgia will be passed upon for us by Powell Goldstein LLP. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Indiana will be passed upon for us by Barnes & Thornburg LLP. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Kansas will be passed upon for us by Foulston Siefkin LLP. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Louisiana will be passed upon for us by Liskow & Lewis, A PLC. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Nevada will be passed upon for us by Woodburn and Wedge. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the Commonwealth of Pennsylvania will be passed upon for us by Ballard Spahr Andrews & Ingersoll, LLP. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Tennessee will be passed upon for us by Trauger & Tuke. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the Commonwealth of Virginia will be passed upon for us by Hirschler Fleischer P.C. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of West Virginia will be passed upon for us by Steptoe & Johnson PLLC. Certain legal matters relating to those of the guarantors incorporated or organized under the laws of the State of Wisconsin will be passed upon for us by LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C.

EXPERTS

The consolidated financial statements of CRC Health Corporation (formerly known as CRC Health Group, Inc.) and subsidiaries as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, included in this prospectus, and the consolidated financial statements of National Specialty Clinics, Inc. and subsidiaries as of December 19, 2003 and for the period from January 1, 2003 to December 19, 2003, also included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of ST Holding, LLC at December 31, 2004 and 2003, and for the two years ended December 31, 2004 and for the period from March 25, 2002 through December 31, 2002, included in this registration statement of CRC Health Corporation, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

157

AVAILABLE INFORMATION

We have filed a registration statement on Form S-4 under the Securities Act with the Commission with respect to the issuance of the exchange notes. This prospectus, which is included in the registration statement, does not contain all of the information included in the registration statement. Certain parts of this registration statement are omitted in accordance with the rules and regulations of the Commission. For further information about us and the exchange notes, we refer you to the registration statement. You should be aware of the statements made in this prospectus as to the contents of any agreement or other document filed as an exhibit to the registration statement are not complete. Although we believe that we have summarized the material terms of these documents in the prospectus, these statements should be read along with the full and complete text of the related documents.

We have agreed that, whether or not we are required to do so by the Commission, after consummation of the exchange offer or the effectiveness of a shelf registration statement, for so long as any of the exchange notes remain outstanding, we will furnish to the holders of the exchange notes (if not filed with the Commission) or we will file with the Commission, within the time periods specified in the rules and regulations of the Commission:

• all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file these forms, including a “Management’s discussion and analysis of financial condition and results of operations,” and, with respect to the annual information only, a report thereon by our independent registered public accountants; and

• all reports that would be required to be filed with the Commission on Form 8-K if we were required to file these reports.

Any reports or documents we file with the Commission, including the registration statement, may be inspected and copied at the Public Reference Section of the Commission located at 100 F Street, NE, Washington, D.C. 20549. Copies of these reports or other documents may be obtained at prescribed rates from the Public Reference Section of the Commission at 100 F Street, NE, Washington, D.C. 20549. For further information about the Public Reference Section, call 1-800-SEC-0330. The Commission also maintains a website on the internet that contains reports and other information that is filed through the Commission’s Electronic Data Gathering Analysis and Retrieval System, and such website is located at http://www.sec.gov.

158

CRC HEALTH CORPORATION

(FORMERLY KNOWN AS CRC HEALTH GROUP, INC.)

INDEX TO FINANCIAL INFORMATION

	Page
CRC HEALTH CORPORATION (FORMERLY KNOWN AS CRC HEALTH GROUP, INC.)
Report of Independent Registered Public Accounting Firm	F-2
Consolidated balance sheets as of December 31, 2005, 2004 and 2003	F-3
Consolidated statements of operations for the years ended December 31, 2005, 2004 and 2003	F-4
Consolidated statements of mandatorily redeemable stock and stockholders’ equity (deficit) for the years ended December 31, 2005, 2004 and 2003	F-5
Consolidated statements of cash flows for the years ended December 31, 2005, 2004 and 2003	F-7
Notes to consolidated financial statements	F-8
CRC HEALTH CORPORATION INTERIM FINANCIAL STATEMENTS
Condensed consolidated balance sheets as of March 31, 2006 (unaudited) and December 31, 2005	F-52
Condensed consolidated statements of operations (unaudited) for the two months ended March 31, 2006 (Successor), one month ended January 31, 2006 (Predecessor) and three months ended March 31, 2005 (Predecessor)	F-53
Condensed consolidated statements of mandatorily redeemable stock and stockholder’s equity (unaudited) for the two months ended March 31, 2006 (Successor) and one month ended January 31, 2006 (Predecessor)	F-54
Condensed consolidated statements of cash flows (unaudited) for the two months ended March 31, 2006 (Successor), one month ended January 31, 2006 and three months ended March 31, 2005 (Predecessor)	F-55
Notes to condensed consolidated financial statements	F-56
ST HOLDING, LLC
Report of Independent Accountants	F-80
Consolidated balance sheets as of December 31, 2004 and 2003	F-81
Consolidated statements of operations for the years ended December 31, 2004 and 2003, and for the period from March 25, 2002 through December 31, 2002	F-82
Consolidated statements of changes in member’s equity (deficit) for the years ended December 31, 2004 and 2003, and for the period from March 25, 2002 through December 31, 2002	F-83
Consolidated statements of cash flows for the the years ended December 31, 2004 and 2003, and for the period from March 25, 2002 through December 31, 2002	F-84
Notes to consolidated financial statements	F-85
NATIONAL SPECIALITY CLINICS, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm	F-89
Consolidated balance sheet as of December 19, 2003	F-90
Consolidated statements of income for the period from January 1, 2003 through December 19, 2003	F-91
Consolidated statements of changes in shareholders’ equity for the period from January 1, 2003 through December 19, 2003	F-92
Consolidated statements of cash flows for the period from January 1, 2003 through December 19, 2003	F-93
Notes to consolidated financial statements	F-94

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

CRC Health Corporation:

We have audited the accompanying consolidated balance sheets of CRC Health Corporation (formerly known as CRC Health Group, Inc.) and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, mandatorily redeemable stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CRC Health Corporation and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

March 31, 2006, except for Note 16,

as to which the date is June 20, 2006

F-2

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Consolidated Balance Sheets

as of December 31, 2005 And 2004

(In thousands, except share amounts)

	2005		2004
ASSETS
CURRENT ASSETS:
Cash	$	5,077	$	10,563
Accounts receivable, net of allowance for doubtful accounts of $4,459 in 2005 and $3,519 in 2004		23,418		20,311
Prepaid expenses		4,510		4,934
Other current assets		2,832		1,005
Deferred income taxes		4,264		4,174
Total current assets		40,101		40,987
PROPERTY AND EQUIPMENT—Net		49,074		27,809
GOODWILL		265,977		167,194
OTHER INTANGIBLE ASSETS—Net		60,008		22,267
OTHER ASSETS		8,994		4,438
TOTAL	$	424,154	$	262,695
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,348	$	3,038
Accrued liabilities		14,400		10,755
Income taxes payable		3,384		5,517
Current portion of long-term debt		11,550		6,575
Other current liabilities		3,135		2,609
Total current liabilities		37,817		28,494
LONG-TERM DEBT—Less current portion		248,381		116,768
OTHER LONG-TERM LIABILITIES		469		797
DEFERRED INCOME TAXES		9,877		7,030
Total liabilities		296,544		153,089
MANDATORILY REDEEMABLE STOCK—324,731,796 shares authorized; 262,399,056 shares issued and outstanding at December 31, 2005 and 2004 (liquidation preference of $122,600)		115,625		115,418
STOCKHOLDERS’ EQUITY (DEFICIT):
Series A common stock, $0.000001 par value—378,090,843 shares authorized; 8,652,429 and 8,047,637 shares issued and outstanding at December 31, 2005 and 2004
Deferred stock-based compensation
Additional paid-in capital		215		129
Retained earnings (accumulated deficit)		11,770		(6,231	)
Accumulated other comprehensive income				290
Total stockholders’ equity (deficit)		11,985		(5,812	)
TOTAL	$	424,154	$	262,695

See notes to consolidated financial statements.

F-3

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Consolidated Statements of Operations

For the years ended December 31, 2005, 2004 and 2003

(In thousands)

	2005			2004			2003
NET REVENUE:
Net client service revenue	$	205,833		$	163,705		$	101,411
Other revenue		3,189			1,898			1,093
Net revenue		209,022			165,603			102,504
OPERATING EXPENSES:
Salaries and benefits		96,241			77,784			57,088
Supplies and facilities cost		54,827			41,588			27,738
Insurance		2,305			2,511			1,987
Provision for bad debts		3,041			2,834			3,220
Depreciation and amortization		3,850			3,699			2,209
Write-off of intangible assets		41
Total operating expenses		160,305			128,416			92,242
INCOME FROM OPERATIONS		48,717			37,187			10,262
INTEREST EXPENSE		(19,814	)		(13,965	)		(6,564	)
OTHER FINANCING COSTS		(2,185	)					(8,331	)
OTHER INCOME (EXPENSE)		2,199			(12	)		(4	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		28,917			23,210			(4,637	)
INCOME TAX EXPENSE (BENEFIT)		10,916			9,996			(3,081	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		18,001			13,214			(1,556	)
DISCONTINUED OPERATIONS (Note 4):
Income (loss) from discontinued operations before income income taxes, including loss on disposal of $2,241 in December 31, 2004					(2,015	)		259
Income tax expense (benefit)					(257	)		(17	)
Net income (loss) from discontinued operations		—			(1,758	)		276
NET INCOME (LOSS)	$	18,001		$	11,456		$	(1,280	)

See notes to consolidated financial statements.

F-4

CRC HEALTH CORPORATION

(Formely Known as CRC Health Group, Inc.)

Consolidated Statements of Mandatorily Redeemable Stock and Stockholders’ Equity (Deficit)

For the years ended December 31, 2005, 2004 and 2003

(In thousands, except per share and share amounts)

	Redeemable Convertible Preferred and A-1 Common Stock					Series A Common Stock				Additional Paid-in Capital			Deferred Stock-based Compensation			Accumulated Other Comprehensive Income		Retained Earnings (Accumulated Deficit)			Total Stockholders’ Equity (Deficit)
	Shares		Amount			Shares		Amount
BALANCE—December 31, 2002	51,973,902		$	42,567		20,652,441		$	—	$	1,098		$	(269	)	$	—	$	(9,178	)	$	(8,349	)
Issuance of Series B-1 and Series B-2 redeemable convertible preferred stock for cash at $1.38 and $1.10 per share, in February 2003, net of issuance costs of $4,281	20,070,011			21,820
Repurchase and retirement of Series A convertible preferred stock at $1.10 per share in February 2003	(982,375	)		(1,081	)
Repurchase and retirement of Series A common stock at $1.10 per share in February 2003						(4,545,453	)				(1,098	)							(3,902	)		(5,000	)
Repurchase and retirement of Series A and A-1 common stock at $0.38 per share in December 2003	(296,147	)				(8,754,971	)												(3,327	)		(3,327	)
Exercise of options in 2003						597,845					12											12
Warrants issued in conjunction with the subordinated debt in December 2003, at fair value				4,690							105											105
Issuance of Series C preferred stock for cash at $0.46 per share in December 2003, net of issuance costs of $2,137	95,652,174			41,863
Exchange of Series B, Series B-1, and Series B-2 redeemable convertible preferred stock to Series C preferred stock in December 2003	(41,909,091	)
Issuance of Series C preferred stock upon the exchange of Series B, Series B-1, and Series B-2 redeemable convertible preferred stock	100,217,391
Amortization of stock-based compensation														155								155
Net loss and comprehensive loss																			(1,280	)		(1,280	)
BALANCE—December 31, 2003	224,725,865		$	109,859		7,949,862		$	—	$	117		$	(114	)	$	—	$	(17,687	)	$	(17,684	)

F-5

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Consolidated Statements of Mandatorily Redeemable Stock and Stockholders’ Equity (Deficit)—(Continued)

For the years ended December 31, 2005, 2004 and 2003

(In thousands, except per share and share amounts)

	Redeemable Convertible Preferred and A-1 Common Stock				Series A Common Stock			Additional Paid-in Capital		Deferred Stock-based Compensation			Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares	Amount
BALANCE—December 31, 2003	224,725,865		$	109,859	7,949,862	$	—	$	117	$	(114	)	$	—		$	(17,687	)	$	(17,684	)
Issuance of Series C preferred stock for cash at $0.46 per share in February 2004, net of issuance costs of $349	12,843,113			5,559
Exchange of Series A preferred stock to Series A-2 preferred stock in February 2004	(17,846,634	)
Issuance of Series A-2 preferred stock upon the exchange of Series A preferred stock	42,676,712
Exercise of options in 2004					97,775				12											12
Amortization of stock-based compensation											114									114
Comprehensive income:
Net income																	11,456			11,456
Fair value of interest rate swap (net of tax of $193)														290						290
Comprehensive income																				11,746
BALANCE—December 31, 2004	262,399,056			115,418	8,047,637				129					290			(6,231	)		(5,812	)
Warrants issued in conjunction with the issuance of Series C preferred stock				207
Exercise of options in 2005					604,792				86											86
Comprehensive income:
Net income																	18,001			18,001
Cancellation of interest rate swap (net of tax of $193)														(290	)					(290	)
Comprehensive income																				17,711
BALANCE—December 31, 2005	262,399,056		$	115,625	8,652,429	$	—	$	215	$	—		$	—		$	11,770		$	11,985

F-6

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Consolidated Statements of Cash Flows

For the years ended December 31, 2005, 2004 and 2003

(In thousands)

	2005			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	18,001		$	11,456		$	(1,280	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on disposal of discontinued operation					2,241
Depreciation and amortization		3,850			3,867			2,320
Write-off of intangible assets		41
Non-cash interest and other financing costs		3,837			1,506			2,920
Non-cash forgiveness of note receivable from CEO		205			210			123
Provision for bad debts		3,041			2,948			3,260
Stock-based compensation					114			155
Deferred income taxes		1,933			1,817			(3,179	)
Changes in current assets and liabilities:
Accounts receivable		(5,866	)		(3,804	)		(4,469	)
Prepaid expenses		706			(1,470	)		1,248
Other current assets		(2,688	)		(90	)		287
Other assets		(722	)		(372	)		52
Accounts payable		1,538			446			99
Accrued liabilities		2,631			1,019			519
Income taxes payable		(2,133	)		4,473			1,161
Other current liabilities		(247	)		1,393			(156	)
Other long-term liabilities		(328	)		(181	)		214
Net cash provided by operating activities		23,799			25,573			3,274
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(10,605	)		(7,318	)		(2,408	)
Restricted cash								500
Acquisition of CAPS—net of cash acquired					(168	)		(40,725	)
Acquisition of CBH					(16	)		(3,397	)
Acquisition of NSC—net of cash acquired					(148	)		(92,995	)
Acquisition of LHC—net of cash acquired		210			(16,558	)
Acquisition of Sierra Tucson		(132,075	)
Acquisition of Sixth Street		(759	)
Acquisition of Montecatini		(4,744	)
Acquisition of Wellness Resource Center		(5,977	)
Acquisition of 4therapy		(4,975	)
Acquisition of registration rights		(200	)
Proceeds from sale of discontinued operations					1,478
Net cash used in investing activities		(159,125	)		(22,730	)		(139,025	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Series B, Series B-1 and Series B-2 convertible preferred stock-net								21,820
Proceeds from issuance of Series C convertible preferred stock-net					5,559			41,863
Repurchase of common stock								(8,327	)
Repurchase of Series A convertible preferred stock								(1,081	)
Stock options exercised		86			12			12
Proceeds from term loans		205,000						125,000
Proceeds from senior and junior subordinated notes								50,000
Repayment of capital lease obligations		(78	)		(84	)		(41	)
Repayments of term loans		(76,394	)		(4,630	)		(65,800	)
Repayments of senior and junior subordinate notes								(21,000	)
Repayments of promissory notes		(2,007	)		(258	)		(235	)
Proceeds from revolver loan		13,000			5,000
Repayments of revolver loan		(3,500	)		(5,000	)		(300	)
Debt financing costs		(6,267	)					(4,402	)
Net cash provided by financing activities		129,840			599			137,509
NET INCREASE IN CASH		(5,486	)		3,442			1,758
CASH—Beginning of year		10,563			7,121			5,363
CASH—End of year	$	5,077		$	10,563		$	7,121
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Note receivable from the sale of discontinued operation	$	—		$	250		$	—
Acquisition of property and equipment under capital lease	$	—		$	—		$	200
Payable in conjunction with the acquisition of property and equipment	$	772		$	—		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	18,101		$	12,572		$	7,861
Cash paid for income taxes	$	10,945		$	5,025		$	411

See notes to consolidated financial statements.

F-7

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

1. Organization

CRC Health Group, Inc. (“Health Group”) was incorporated as a Delaware corporation on January 31, 2002, for the purpose of holding all of the securities of CRC Health Corporation (“CRC Health”) and eGetgoing, Inc. (“eGetgoing”), Delaware corporations that primarily provide chemical dependency treatment services.

On February 6, 2006, investment funds managed by Bain Capital Partners (“Bain Capital”) acquired CRC Health Group, Inc. for approximately $721.3 million. This transaction (“Bain Merger”) was structured as a merger in which CRCA Merger Corporation, an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized holding corporation controlled by Bain Capital, merged with and into Health Group with Health Group remaining as the surviving corporation. CRCA Merger Corporation and CRCA Holdings, Inc. are Delaware corporations. Immediately after the merger, CRC Health Corporation and eGetgoing, Inc. merged with and into Health Group with Health Group as the surviving entity. CRCA Holdings Inc. was renamed to CRC Health Group, Inc. and Health Group was renamed CRC Health Corporation (“the Company”).

The Company is headquartered in Cupertino, California and owns and operates drug and alcohol rehabilitation facilities and clinics specializing in the treatment of chemical dependency and other behavioral health disorders. The Company offers services including detoxification, inpatient treatment, day and intensive outpatient programs, aftercare, therapeutic living programs, and opiate treatment programs and operates 88 facilities and clinics in 21 states. eGetgoing makes high quality, confidential chemical dependency treatment available to a large segment of the population through internet delivery.

2. Summary of Significant Accounting Policies

Basis of Presentation—The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash—Cash includes cash in demand accounts. At December 31, 2005 and 2004 all cash was on deposit with major domestic banks.

Property, Plant, and Equipment—Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed on a straight-line basis over the estimated useful lives of the assets, generally 3 to 7 years, except for buildings, which are depreciated over 30 years. Leasehold improvements and assets held under capital leases are amortized using the straight-line method over the life of the lease, or the estimated useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operations as incurred.

Capitalized Financing Costs—Costs related to obtaining financing and long-term debt are capitalized and amortized using the effective interest method in 2005. Prior to 2005, the Company amortized such costs on a

F-8

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

straight-line basis over the life of the applicable debt. Management does not believe that the difference between the effective interest and the straight-line method had a material impact. As of December 31, 2005, 2004 and 2003, other long-term assets includes capitalized financing costs of $8,247,747, $3,609,232 and $4,377,622, net of accumulated amortization of $1,233,508, $792,733 and $24,343.

Other Financing Costs—Other financing costs written off in 2005 and 2003 include charges associated with the early extinguishment of borrowings, including amounts paid for prepayment premiums and additional interest, capitalized financing costs and debt discounts associated with the retired debt.

Goodwill—Goodwill arising from business combinations is capitalized. Goodwill is not amortized but is subject to an impairment test at least annually. In addition, the Company assesses the carrying value and future useful lives of goodwill whenever events or changes in circumstances indicate that impairment may have occurred or that the future life has diminished. No impairment to the carrying value of goodwill was identified by the Company during the years ended December 31, 2005, 2004 and 2003.

Other Intangible Assets—Other identifiable intangible assets, which include the value assigned to certain certificates of need, regulatory licenses, a covenant not to compete, trademarks and tradenames, registration rights, core developed technology and to certain third-party reimbursement contracts, obtained by the Company through acquisition, are reported separately from goodwill. Intangible assets determined to have an indefinite useful life, which include the value assigned to the certificates of need, certain regulatory licenses and trademarks and tradenames, are not being amortized by the Company. Other intangibles are amortized on a straight-line basis over the estimated life of the underlying contracts, generally 30 years for contracts, three to five years for the covenant not to compete, five years for the core developed technology and two years for the registration rights. Other intangible assets not subject to amortization are subject to an impairment test at least annually. In 2005, the Company recorded an impairment of $41,210 in connection with the carrying value of other intangible assets related to the Center for Behavioral Health of California, Inc. (see Note 3). No impairment to the carrying value of other intangible assets was identified during the years ended December 31, 2004 or 2003.

Income Taxes—The Company accounts for income taxes under an asset and liability approach. Deferred income tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using tax rates in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

Revenue Recognition—Revenue is recognized when rehabilitation and treatment services are provided to a client. Client service revenue is reported at the estimated net realizable amounts from clients, third-party payors and others for services rendered. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for estimated third-party payor settlements are provided for in the period the related services are rendered and adjusted in future periods as final settlements are determined. The Company has recorded a reserve of $203,889, $545,213 and $886,672 at December 31, 2005, 2004 and 2003, respectively, related to such settlements, which has been recorded as a component of other long-term liabilities in the accompanying balance sheets. The Company, from time to time, may provide charity care to a limited number of clients. The Company does not record revenues or receivables for charity care provided. Advance billings for client services are deferred and recognized as the related services are performed.

Advertising Costs—Advertising costs, included in supplies and facilities cost, are expensed as incurred. Advertising costs for the years ended December 31, 2005, 2004 and 2003 were $781,534, $715,481 and $463,553.

F-9

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Concentration of Credit Risk—Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash accounts are maintained with financial institutions in the United States of America. At times, deposits in these institutions may exceed federally insured limits. The Company’s accounts receivable are primarily derived from methadone treatment, detoxification, psychological evaluations, counseling, education and other related rehabilitation services provided to clients located in the United States of America. As of December 31, 2005 and for the year then ended, approximately 40% of accounts receivable and 26% of net client service revenue was derived from county, state and federal contracts under Medicaid and other programs. In the event of cancellation or curtailment of these programs or default on these accounts receivable, the Company’s operating results and financial position would be adversely affected. The Company performs ongoing credit evaluations of its third-party insurance payors’ financial condition and generally requires advance payment from its clients who do not have verifiable insurance coverage. The Company maintains an allowance for doubtful accounts to cover potential credit losses based upon the estimated collectibility of accounts receivable.

Fair Value of Financial Instruments—The carrying value of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short maturities. We have considered the borrowing rates currently available to the Company for loans with similar terms and the anticipated payment of our debt from the transaction discussed in Note 17 and concluded that the carrying value of our debt approximates fair value. The fair value of the interest rate swap is estimated based upon quoted market prices of comparable agreements (see Note 10).

Interest Rate Swaps—Interest rate swaps are used principally in the management of the Company’s interest rate exposures and are recorded on the balance sheet at fair value. If the swap is designated as a cash flow hedge, the effective portions of changes in the fair value of the swap are recorded in other comprehensive income. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the swap is not designated as a cash flow hedge, the changes in the fair value of the swap are recorded in other income (expense).

Long-Lived Assets—Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised values, depending on the nature of the asset. No impairments of long-lived assets were recorded during the years ended December 31, 2005, 2004 and 2003.

F-10

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Stock-Based Compensation—The Company accounts for its stock-based compensation plan in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. As permitted under SFAS No. 123, the Company uses the intrinsic value-based method of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, to account for its employee stock-based compensation plan. Under APB Opinion No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the Company’s shares and the exercise price of the option. Compensation cost for stock options, if any, is recognized ratably over the vesting period. Had the Company recorded compensation expense based on the estimated grant-date fair value, as defined by SFAS No. 123, the Company’s pro forma income (loss) would have been as follows (in thousands):

	2005			2004			2003
Net income (loss)—as reported	$	18,001		$	11,456		$	(1,280	)
Less stock-based employee compensation expense determined under fair value based method for all awards		(92	)		(101	)		(170	)
Pro forma net income (loss)	$	17,909		$	11,355		$	(1,450	)

In accordance with the provisions of the minimum value method prescribed by SFAS No. 123, which assumes an expected volatility of zero, the fair value of each option grant is estimated using the following weighted average assumptions:

	2005	2004	2003
Dividend yield	None	None	None
Risk free interest rate	3.43% to 4.47%	3.43% to 4.47%	2.54% to 4.34%
Expected term—in years	4	4	4

The Company accounts for stock options issued to non-employees in accordance with the provisions of SFAS No. 123 and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services.

Segment Reporting—The Company applies SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas, and major customers. The Company has determined that it operates in two segments: (1) Residential Treatment Services (“Residential”) and (2) Opiate Treatment Services (“Opiate”) (see Note 16).

Recently Issued Accounting Standards—In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), Share-Based Payments, which requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by APB Opinion No. 25, and allowed under the original provisions of SFAS No. 123. The effective date is the first interim or annual reporting period beginning after December 15, 2005. The Company will be required to record future grants of options at fair value, and while management has not fully studied the impacts of such adoption, incremental noncash compensation charges will be incurred and could have significant impact on the Company’s future results of operations.

F-11

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections, effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS No. 154 requires retrospective application of changes in accounting principles to prior periods’ financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. Management does not believe that the adoption of this accounting standard will have a material impact on its consolidated financial statements.

In June 2005, the FASB issued FASB Staff Position (“FSP”) 150-5, Issuer’s Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable, to address whether freestanding warrants and other similar instruments on shares that are redeemable would be subject to the requirements of FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The effective date is the first reporting period beginning after June 30, 2005. The adoption of this accounting standard will require the Company to classify their warrants as liabilities and to recognize the warrants at their fair value with the difference between the fair value and the carrying value being recognized as a cumulative change in accounting and while management has not fully studied the impact of such adoption, certain reclassifications could have a significant impact on the Company’s future financial position and results of operations.

In October 2005, the FASB issued FSP FAS 13-1, Accounting for Rental Costs Incurred During a Construction Period, to specify the proper accounting for rental costs associated with building or ground operating leases during a construction period. The FASB concluded that there is no distinction between the right to use a leased asset during the construction period and the right to use that asset after the construction period. Accordingly, a lessee may not capitalize rental costs incurred during a rental period. The effective date is the first reporting period beginning after December 15, 2005. Management does not believe that the adoption of this accounting standard will have a material impact on its consolidated financial statements.

3. Acquisitions

Sierra Tucson, L.L.C.—On May 11, 2005, the Company acquired substantially all of the assets of Sierra Tuscon, L.L.C. (“Sierra Tucson”) for approximately $132.1 million in cash, including acquisition related expenses. Sierra Tucson specializes in providing inpatient rehabilitation treatment services to individuals suffering from addiction and other behavioral health disorders. Management expects that this acquisition will allow the Company to service a target demographic not previously served by the Company and will contribute to the continued building of a nationwide network of behavioral health facilities. The acquisition was accounted for as a purchase and, accordingly the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. Sierra Tucson’s results of operations are included in the Company’s consolidated statement of operations from the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	129,415
Acquisition costs		2,660
Total consideration	$	132,075

F-12

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	624
Property and equipment		12,045
Other assets		909
Goodwill		84,841
Intangible assets		35,400
Liabilities assumed		(1,744	)
Total purchase price	$	132,075

Intangible assets relate primarily to the value assigned to certain trademarks and tradenames and regulatory licenses. Such assets have been determined to have an indefinite useful life and, accordingly, are not being amortized by the Company. All of the $84.8 million that was assigned to goodwill is expected to be fully deductible for tax purposes.

Pro forma effect as if Sierra Tucson had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2005		2004
Net revenue	$	221,178	$	195,500
Income from continuing operations before income taxes	$	33,767	$	34,073
Net income	$	20,862	$	19,773

4therapy.com NETWORK—On October 7, 2005, the Company acquired substantially all of the assets of 4therapy.com NETWORK (“4therapy”) for approximately $5 million, including acquisition related expenses. In the event that 4therapy meets certain milestones relating to the generation of referrals in the first and second year after closing, the Company is obligated to make certain earn-out payments in the amount of up to $1.8 million in the first year and up to $2.0 million in the second year. 4therapy is a nationwide network that uses the Internet and a call center as low-cost delivery vehicles to provide branded, integrated, web-based solutions to mental health professionals, drug and alcohol treatment centers, eating disorder clinics, rapid detoxification facilities and consumers. 4therapy also licenses its content to corporate employers. Management believes that the acquisition of 4therapy will provide the Company a significant competitive advantage in marketing other facilities and converting Internet referrals into increased census at other facilities. The acquisition was accounted for as a purchase and, accordingly the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The results of operations of 4therapy have been included in the consolidated statements of operations since the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	4,957
Acquisition costs		18
Total consideration	$	4,975

F-13

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	21
Property and equipment		118
Other assets		3
Goodwill		3,420
Other intangible assets		2,500
Deferred tax liabilities		(1,015	)
Other liabilities assumed		(72	)
Total purchase price	$	4,975

Other intangible assets relate primarily to the value assigned to core developed technology and are being amortized on a straight-line basis over a useful life of 5 years. All of the $3.4 million that was assigned to goodwill is expected to be fully deductible for tax purposes.

Pro forma effect as if 4therapy had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2005		2004
Net revenue	$	209,895	$	166,332
Income from continuing operations before income taxes	$	29,135	$	23,311
Net income	$	18,125	$	13,268

Wellness Resource Center—Effective as of September 30, 2005, the Company acquired substantially all the assets of Wellness Resource Center, Inc. (“Wellness Resource Center”) for approximately $6.0 million, including acquisition related expenses. Wellness Resource Center is an extended care residential facility located in Boca Raton, Florida that primarily treats patients with dual diagnosis and individuals with multiple relapses. Management believes that the Wellness Resource Center compliments the treatment services that the Company’s residential treatment division provides. Furthermore the Company believes that there is an expanding dual diagnosis patient population and a growing need for extended care treatment. The acquisition was accounted for as a purchase and, accordingly the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The results of operations of Wellness Resource Center have been included in the consolidated statements of operations since the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	5,970
Acquisition costs		7
Total consideration	$	5,977

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	13
Property and equipment		20
Goodwill		5,980
Liabilities assumed		(36	)
Total purchase price	$	5,977

F-14

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

All of the $6.0 million that was assigned to goodwill is expected to be fully deductible for tax purposes.

Pro forma effect as if Wellness Resource Center had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2005		2004
Net revenue	$	212,206	$	169,218
Income from continuing operations before income taxes	$	29,947	$	24,099
Net income	$	18,606	$	13,734

Montecatini—On September 29, 2005 the Company acquired substantially all the assets of Montecatini, Inc. (“Montecatini”) for approximately $4.7 million in cash, including acquisition related expenses. Montecatini is a high end, established eating disorder facility located in southern California. Management believes that the demand for eating disorder treatment, combined with Montecatini’s strong reputation and the Company’s expertise in residential treatment, will enable the Company to grow the eating disorder program. The acquisition was accounted for as a purchase and, accordingly the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The results of operations of Montecatini have been included in the consolidated statements of operations since the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	4,734
Acquisition costs		10
Total consideration	$	4,744

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	3
Property and equipment		950
Goodwill		3,803
Liabilities assumed		(12	)
Total purchase price	$	4,744

All of the $3.8 million that was assigned to goodwill is expected to be fully deductible for tax purposes.

Pro forma effect as if Montecatini had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2005		2004
Net revenue	$	210,299	$	167,222
Income from continuing operations before income taxes	$	29,273	$	24,299
Net income	$	18,211	$	13,856

F-15

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Sixth Street Clinic, Inc.—On June 3, 2005, the Company acquired substantially all the assets of the Sixth Street Clinic, Inc. (“Sixth Street”), a methadone maintenance treatment clinic located in Albuquerque, New Mexico, for approximately $759,000 in cash, including acquisition related expenses. The acquisition is anticipated to broaden the Company’s methadone treatment base in the New Mexico region. The results of operations of Sixth Street have been included in the consolidated statements of operations since the date of acquisition. In connection with the transaction, the Company recorded goodwill of approximately $742,000 and that amount is expected to be fully deductible for tax purposes.

Pro forma effect as if Sixth Street had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2005		2004
Net revenue	$	209,299	$	166,214
Income from continuing operations before income taxes	$	28,945	$	23,242
Net income	$	18,017	$	13,233

Sheltered Living Incorporated (doing business as Life Healing Center)—On July 15, 2004, the Company acquired all of the outstanding stock of Sheltered Living Incorporated (“LHC”) for approximately $16.7 million in cash, including acquisition related expenses. LHC is a therapeutic residential facility in Santa Fe, New Mexico. Management expects that this acquisition will enhance the Company’s service offerings. The acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their respective fair values. LHC’s results of operations are included in the Company’s consolidated statements of operations from the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	15,927
Acquisition costs		759
Net of cash acquired		(128	)
Total consideration	$	16,558

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	144
Property and equipment		1,115
Goodwill		16,667
Total liabilities		(1,368	)
Total purchase price	$	16,558

None of the $16.7 million that was assigned to goodwill is deductible for tax purposes.

F-16

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Pro forma effect as if LHC had been acquired by the Company on January 1, 2004 is as follows (in thousands, unaudited):

	2004
Net revenue	$	169,186
Income from continuing operations before income taxes	$	22,676
Net income	$	12,898

National Specialty Clinics, Inc.—On December 19, 2003, the Company acquired all of the outstanding stock of National Specialty Clinics, Inc. (“NSC”) for approximately $93.5 million in cash, including acquisition related expenses. NSC owns and operates methadone maintenance treatment clinics. Management expects that this acquisition will increase the Company’s presence throughout the U.S., integrate stable processes and systems into the management and operation of facilities, and add skilled personnel that will enhance its service offerings. The acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their respective fair values. NSC’s results of operations are included in the Company’s consolidated statements of operations from the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	91,600
Acquisition costs		1,878
Net of cash acquired		(483	)
Total consideration	$	92,995

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Current assets	$	325
Property and equipment		1,407
Goodwill		82,870
Other intangible assets		16,742
Deferred tax liabilities		(6,669	)
Other liabilities assumed		(1,680	)
Total purchase price	$	92,995

Other intangible assets relate primarily to the value assigned to certain certificates of need held by NSC. Such assets have been determined to have an indefinite useful life and, accordingly, are not being amortized by the Company. Of the $82.9 million that was assigned to goodwill, $24.7 million is expected to be deductible for tax purposes.

Comprehensive Addiction Programs, Inc.—On February 21, 2003, the Company acquired all of the outstanding stock of Comprehensive Addiction Programs, Inc. (“CAPS”) for approximately $41.3 million in cash, including acquisition related expenses. CAPS owns and operates six residential treatment facilities and six

F-17

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

methadone maintenance treatment clinics located in Florida, Maryland, Massachusetts, North Carolina, Pennsylvania, South Dakota, and Virginia. Management expects that this acquisition will increase the Company’s presence throughout the U.S., provide the Company with access to state of the art treatment methods, and enhance the Company’s workforce. The acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their respective fair values. CAPS’ results of operations are included in the Company’s consolidated statements of operations from the date of acquisition.

A summary of the acquisition follows (in thousands):

Cash	$	39,459
Acquisition costs		1,861
Net of cash acquired		(595	)
Total consideration	$	40,725

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Total current assets	$	6,750
Property and equipment		12,738
Deferred tax assets		2,614
Goodwill		21,101
Other intangible assets		1,600
Other liabilities assumed		(4,078	)
Total purchase price	$	40,725

Other intangible assets relate to the value assigned to certain certificates of need held by CAPS. Such assets have been determined to have an indefinite useful life and, accordingly, are not being amortized by the Company. None of the $21.1 million that was assigned to goodwill is deductible for tax purposes.

Center for Behavioral Health of California, Inc.—On February 11, 2003, the Company acquired substantially all of the assets of the Center for Behavioral Health of California, Inc. (“CBH”), a methadone maintenance treatment clinic located in Sacramento, California, for approximately $3.4 million in cash, including acquisition related expenses. This acquisition is expected to enhance the Company’s delivery of treatment programs networked with other Company operations within the State of California. The results of operations of CBH have been included in the consolidated statements of operations since the date of acquisition. In connection with the transaction, the Company recorded goodwill of approximately $3.2 million and other intangible assets of $200,000. The other intangible assets relate to certain covenants not to compete which were being amortized over a period of three to five years. In 2005, the Company determined that there was no remaining value to the other intangible assets and recorded an impairment of $41,210, included in write-off of intangible assets in the consolidated statements of operations. These intangibles were included in the residential segment under the reporting requirements of SFAS No. 131 (see Note 16).

The Group—On February 22, 2002, the Company entered into a stock purchase agreement with The Group Corporations and The Group Partnerships (collectively referred to as “The Group”) which, consist of the

F-18

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

combined accounts of WCHS Inc., San Diego Health Alliance, WCHS of Colorado, Transcultural Health Development, Inc. (“THD”), Jeff Grand Management Co., Inc. (“Jeff Grand”), San Diego Treatment Services, California Treatment Services, Milwaukee Health Services, and Preferred Management Services to acquire all of the outstanding stock and partnership interests including certain assets and liabilities of The Group for $30.1 million. The Group owns and operates 26 methadone maintenance treatment clinics located in California, Washington, Colorado, New Mexico, Texas and Wisconsin.

The transaction closed on May 10, 2002, whereby the Company acquired all of the shares and partnership interests including certain assets and liabilities of The Group except for THD and Jeff Grand, which was contingent upon the transferring of certain county contracts to the Company. At the initial closing of the acquisition, THD and Jeff Grand had not completed the transfer of such contracts. As such, management service agreements were entered into between the Company and the owners of THD and Jeff Grand, whereby the Company managed the operations of the clinics and received a management fee equal to the amount of net income generated from the operations of the clinics. During the fiscal year ended December 31, 2002, the Company earned $102,740 and $110,461 in management fees from THD and Jeff Grand, respectively.

On January 14, 2003, the second and final closing occurred relating to the purchase of The Group, and the shares of THD and Jeff Grand were transferred to the Company as a result of the transferring of the outstanding county contracts to the Company from THD and Jeff Grand. Additional goodwill of $1.8 million was recorded at the time of transfer, and the management service agreements between the Company and THD and Jeff Grand were cancelled.

The acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their respective fair values. The Group’s results of operations, except for THD and Jeff Grand, are included in the Company’s consolidated statements of operations from the date of acquisition. The results of operations of THD and Jeff Grand are included in the Company’s consolidated statements of operations from the date the county contracts were transferred.

A summary of the acquisition follows (in thousands):

Cash	$	30,062
Acquisition costs		574
Total consideration	$	30,636

Allocation of the aggregate purchase price to the assets and liabilities acquired is as follows (in thousands):

Total current assets	$	276
Property and equipment		500
Goodwill		28,518
Other intangible assets		4,570
Deferred tax liabilities		(1,793	)
Other liabilities assumed		(1,435	)
Total purchase price	$	30,636

F-19

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Other intangible assets represent Medicaid contracts that are being amortized on a straight-line basis over a useful life of 30 years and licenses that have been determined to have an indefinite useful life and, accordingly, are not being amortized by the Company. None of the $28.5 million that was assigned to goodwill is deductible for tax purposes.

Additional Pro Forma Information

The following represents the unaudited pro forma results of consolidated operations as if the aforementioned acquisitions had occurred on January 1, 2004 (in thousands):

	2005		2004
Net revenue	$	226,789	$	205,657
Income from continuing operations before income taxes	$	35,399	$	35,650
Net income	$	21,817	$	20,692

4. Discontinued Operation

On December 31, 2004, the Company sold certain assets of Stonehedge Convalescent Center, L.P. (“Stonehedge”) for $2,000,000, including cash of $1,750,000 and a promissory note of $250,000. The Company sold fixed assets with a net book value of $2,151,683. In addition, goodwill of $1,480,634 and intangible assets of $336,000 have been included in the carrying amount of Stonehedge for purposes of determining the loss on disposal. The amount of goodwill included in the carrying amount was based upon the relative fair value of Stonehedge in relation to the portion of the reporting unit that was retained. The Company incurred $272,288 in transaction costs in connection with this sale, resulting in a loss on the transaction of $2,240,605. The promissory note is included in other assets on the consolidated balance sheet and has an interest rate of 7% and principal payments are due over a 7-year period. Stonehedge was included in the residential segment under the reporting requirements of SFAS No. 131 (see Note 16).

This disposition qualifies as a discontinued operation component of the Company under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company has reported the results of operations of Stonehedge as discontinued operations within the Company’s statement of operations for all periods presented subsequent to the Company’s acquisition of Stonehedge as part of the CAPS acquisition in February 2003. The results of discontinued operations were as follows (in thousands):

	2005			2004			2003
Net client service and other revenue	$	28		$	4,749		$	3,844
Operating expenses		9			4,523			3,585
Income from operations		19			226			259
Loss on sale from discontinued operation		(19	)		(2,241	)
Income (loss) from discontinued operations before income taxes	$	—		$	(2,015	)	$	259

F-20

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

5. Balance Sheet Components

Balance sheet components at December 31, 2005 and 2004 consist of the following at (in thousands):

	2005			2004
Other assets:
Capitalized financing costs—net	$	8,248		$	3,609
Deposits		246			380
Note receivable and accrued interest		500			250
Note receivable and accrued interest from CEO					199
	$	8,994		$	4,438
Accrued liabilities:
Accrued payroll and related expenses	$	6,009		$	5,890
Accrued vacation		2,841			2,143
Accrued interest		363			311
Accrued expenses		5,187			2,411
	$	14,400		$	10,755
Accounts receivable:
Accounts receivable	$	27,092		$	23,157
Unbilled client service fees		785			673
		27,877			23,830
Less allowance for doubtful accounts		(4,459	)		(3,519	)
Accounts receivable—net	$	23,418		$	20,311

The following schedule reflects activity associated with the Company’s allowance for doubtful accounts at December 31, 2005 and 2004 (in thousands):

	2005			2004
Allowance for Doubtful Accounts
Balance—Beginning of the period	$	3,519		$	2,200
Provision for bad debts		3,041			2,834
Write-off of uncollectible accounts		(2,101	)		(1,515	)
Balance—End of the period	$	4,459		$	3,519

F-21

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

6. Property and Equipment

Property and equipment at December 31, 2005 and 2004 consists of the following at (in thousands):

	2005			2004
Land	$	3,826		$	2,914
Building and improvements		36,002			19,021
Leasehold improvements		4,649			3,259
Furniture and fixtures		5,742			4,645
Computer equipment		4,165			2,711
Computer software		1,314			1,103
Motor vehicles		1,580			1,117
Construction in progress		3,568			1,299
		60,846			36,069
Less accumulated depreciation		(11,772	)		(8,260	)
Property and equipment—net	$	49,074		$	27,809

Depreciation expense, including depreciation of assets under capital leases, was $3,512,410, $3,656,881 and $2,110,222 for the years ended December 31, 2005, 2004 and 2003.

Property, plant, and equipment includes $0, $244,238 and $200,360 of telephone equipment and computer equipment under capital leases at December 31, 2005, 2004 and 2003. Accumulated depreciation of assets under capital leases totaled $0, $157,969 and $50,090 at December 31, 2005, 2004 and 2003.

7. Goodwill and Other Intangibles

Changes to goodwill by segment for the years ended December 31, 2005 and 2004 are as follows (in thousands):

	Residential			Opiate			Total
Goodwill—December 31, 2003	$	37,647		$	114,545		$	152,192
LHC acquisition		16,667						16,667
Disposition of Stonehedge		(1,481	)					(1,481	)
Other adjustments		602			(786	)		(184	)
Goodwill—December 31, 2004	$	53,435		$	113,759		$	167,194
Sierra Tucson acquisition		84,841						84,841
Sixth Street acquisition					742			742
Montecatini acquisition		3,803						3,803
Wellness Resource Center acquisition		5,980						5,980
4therapy acquisition		3,420						3,420
Other adjustments		(272	)		269			(3	)
Goodwill—December 31, 2005	$	151,207		$	114,770		$	265,977

F-22

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Other intangible assets at December 31, 2005 and 2004 consist of the following (in thousands):

	Amortization Lives	2005			2004
Other intangible assets subject to amortization:
Medicaid contracts	30 years	$	4,090		$	4,090
Covenants not to compete	3 to 5 years		200			200
Registration rights	2 years		200
Core developed technology	5 years		2,500
Less accumulated amortization			(688	)		(509	)
Total other intangible assets subject to amortization			6,302			3,781
Other intangible assets not subject to amortization:
Certificates of need			18,006			18,006
Licenses			12,300			480
Trademark and tradename			23,400
Total other intangible assets not subject to amortization			53,706			18,486
Total		$	60,008		$	22,267

Amortization expense of other intangible assets was $337,732 for the year ended December 31, 2005, and $210,000 for each of the years ended December 31, 2004 and 2003. Estimated future annual amortization expense of those assets is as follows (in thousands):

2006	$	803
2007		803
2008		661
2009		636
2010		521
Thereafter		2,878
Total	$	6,302

F-23

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

8. Income Taxes

The provision for income taxes at December 31, 2005, 2004 and 2003 consists of the following at (in thousands):

	2005		2004			2003
Current:
Federal	$	6,930	$	6,176		$	—
State and local		2,051		2,551			311
Total current		8,981		8,727			311
Deferred:
Federal		1,915		1,416			(2,654	)
State and local		20		(147	)		(738	)
Total deferred		1,935		1,269			(3,392	)
Income tax expense (benefit)	$	10,916	$	9,996		$	(3,081	)

The following table summarizes the differences between the federal statutory tax rate and the Company’s effective tax rate for financial statement purposes:

	2005		2004		2003
Statutory federal rate	35.0	%	35.0	%	(34.0	)%
State taxes—net of federal tax benefit	4.7		7.3		(2.9	)
Release of valuation allowance	(0.8	)	(0.6	)	(5.7	)
Acquisition costs	0.0		0.0		(20.2	)
Non deductible expenses	0.0		0.4		1.7
Prior year provision true-ups	(0.3	)	0.3		5.0
Research and development credits	0.0		1.1		(5.4	)
Other	(0.8	)	(0.4	)	(4.9	)
Effective tax rate	37.8	%	43.1	%	(66.4	)%

F-24

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Deferred tax assets and liabilities at December 31, 2005 and 2004 consist of the following at (in thousands):

	2005			2004
Deferred tax assets:
Reserves and allowances	$	3,946		$	3,974
Net operating loss carryforwards		4,690			5,299
Research credits		593			593
State taxes		318			255
Total		9,547			10,121
Valuation allowance		(2,075	)		(2,334	)
Total		7,472			7,787
Deferred tax liabilities:
Cash vs. accrual adjustment					(62	)
Acquired intangible assets		(9,856	)		(9,112	)
Depreciation and amortization		(3,512	)		(1,188	)
Installment method on notes receivable					(88	)
Other comprehensive income—interest rate swap		283			(193	)
Total		(13,085	)		(10,643	)
Net deferred tax liability	$	(5,613	)	$	(2,856	)

At December 31, 2005, the Company had $9,847,450 and $22,176,233 of federal and state net operating loss carryforwards available to offset future taxable income, which expire in varying amounts beginning in 2022 and 2010. Under the Tax Reform Act of 1986, the amounts of and benefits from net operating loss carryforwards may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three-year period. At December 31, 2005, the Company’s net operating loss carryforwards may be subject to such limitations.

At December 31, 2005, the Company had $308,632 and $436,842 of federal and state research and development credit carryforwards. Federal credits will expire in varying amounts beginning in 2022. The state credits carryforward indefinitely.

The current year change in net deferred tax assets differs from the Company’s deferred tax expense as a result of the reversal of the deferred tax liability associated with other comprehensive income.

The Company has established a valuation allowance against certain deferred tax assets due to uncertainty surrounding the realization of such assets. Management evaluates on a periodic basis the recoverability of these deferred tax assets. At such time as it is determined that it is more likely than not that these deferred tax assets are realizable, the valuation allowance will be reduced. At December 31, 2005, the valuation allowance is attributable to certain net operating losses of eGetgoing, which are subject to limitation under Internal Revenue Code Section 382. Because of this limitation, the Company’s deferred tax liabilities do not form a basis for realization of the deferred tax assets associated with these net operating losses.

F-25

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

9. Long-term debt

Long-term debt at December 31, 2005 and 2004 consists of the following at (in thousands):

	2005			2004
Promissory notes payable	$	—		$	2,007
Term loans:
2003 borrowing arrangements:
Tranche A term loan					46,000
Tranche B term loan					29,369
2005 borrowing arrangements		203,975
Total term loans		203,975			75,369
Revolving line of credit		9,500			—
Senior and junior subordinated notes:
2001 notes
2002 notes
Sub agreement, net of discount of $3,544 in 2005, $4,033 in 2004 and $4,771 in 2003		46,456			45,967
Total senior and junior subordinated notes		46,456			45,967
Total		259,931			123,343
Less current portion		(11,550	)		(6,575	)
Long-term debt—less current portion	$	248,381		$	116,768

Promissory Notes Payable—In connection with the acquisition of White Deer Run, Inc and White Deer Realty, LTD in 2001, the Company entered into two promissory notes with the sellers for $1,250,000 each. The notes payable bore interest at 10% per annum for the first two years from the date of the notes (February 1, 2001) and thereafter, at the rate of 7.5% per annum. For the first two years from the date of these notes, interest only was payable on March 31, June 30, September 30 and December 31 of each year commencing on March 31, 2001. Thereafter, principal and interest was payable on a quarterly basis commencing on March 31, 2003 in 32 equal consecutive installments. As part of the acquisition of Sierra Tucson (see Note 3) in May 2005, the outstanding balance on the promissory notes payable was paid in full. See additional discussion under 2005 Borrowing Arrangements.

Term Loans

2003 Borrowing Arrangements—In February 2003, the Company entered into a credit agreement (“Original Credit Agreement”) with certain lenders to (a) finance a portion of the purchase price of all of the capital stock of CAPS (See Note 3), (b) finance additional acquisitions, (c) provide working capital financing and (d) provide funds for other general corporate purposes. In connection with the Original Credit Agreement, the outstanding balances relating to the May 2002 term loan were repaid and the respective agreements terminated. Previously capitalized debt issuance costs associated with the term loan of $2,008,480 were charged to income in 2003 and are included in other financing costs.

F-26

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Pursuant to the Original Credit Agreement, principal borrowings of up to $70,000,000 were made available to the Company through the following credit facilities:

1. Revolving Loans—Maximum borrowings not to exceed the greater of $10,000,000 or the computed value of eligible accounts receivables.

2. Term Loans—Two term loans aggregating $45,000,000. Quarterly principal and interest payments were required beginning June 2003.

3. Acquisition Loan—Maximum borrowing not to exceed $15,000,000.

In December 2003, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), with certain lenders to finance a portion of the purchase price of NSC. As a result, all previously outstanding amounts under the Original Credit Agreement were repaid and unamortized capitalized debt issuance costs of $3,767,302 were recorded in other financing costs during 2003. The Original Credit Agreement was amended and restated to provide, among other things that the Company will have available to it $90,000,000 in credit facilities as follows:

1. Revolving Line of Credit—Maximum borrowings not to exceed the greater of $10,000,000 or the computed value of eligible accounts receivables. The value of eligible accounts receivable at December 31, 2004 was $15,841,772. Interest was payable quarterly at London Interbank Offered Rate (“LIBOR”) plus 4.00% or monthly at a Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 3.00% (8.25% at December 31, 2004). The revolving credit commitment was scheduled to expire on December 18, 2008. At December 31, 2005, no balance was outstanding under the revolving line of credit.

2. Tranche A Term Loan—Aggregate commitment of $50,000,000 was scheduled to mature on December 18, 2008. The term loan was payable in 19 quarterly principal installments beginning on March 31, 2004 of $1,000,000 per quarter for the period from March 31, 2004 through December 31, 2004, $1,500,000 per quarter from March 31, 2005 through December 31, 2005, $2,250,000 per quarter from March 31, 2006 through December 31, 2006, $3,250,000 per quarter from March 31, 2007 through December 31, 2007, $4,500,000 per quarter from March 31, 2008 through September 30, 2008 and the remainder on December 18, 2008. Interest was payable quarterly at LIBOR plus 4.00% or monthly at Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 3.00% (6.56% at December 31, 2004). The principal balance outstanding at December 31, 2004 was $46,000,000. As part of the acquisition of Sierra Tucson (see Note 3) in May 2005, the outstanding balance on the Tranche A Term Loan was paid in full. See additional discussion under 2005 Borrowing Arrangements.

3. Tranche B Term Loan—Aggregate commitment of $30,000,000 was scheduled to mature on December 18, 2009. The term loan was payable in 22 quarterly principal installments beginning on March 31, 2004 of $75,000 per quarter for the period from March 31, 2004 through June 30, 2009 and the remainder on September 30, 2009. Interest was payable quarterly at LIBOR plus 4.50%, or monthly at Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 3.50% (7.06% at December 31, 2004). The principal balance outstanding at December 31, 2004 was $29,369,688. As part of the acquisition of Sierra Tucson (see Note 3) in May 2005, the outstanding balance on the Tranche B Term Loan was paid in full. See additional discussion under 2005 Borrowing Arrangements.

F-27

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

2005 Borrowing Arrangements—On May 11, 2005, the Company entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with certain lenders to (a) finance a portion of the purchase price of all of the capital stock of Sierra Tucson (see Note 3), (b) finance additional acquisitions, (c) provide working capital financing and (d) provide funds for other general corporate purposes. As a result, all previously outstanding amounts under the Credit Agreement executed December 19, 2003, were repaid. The unamortized capitalized debt issuance costs associated with the term loans of $2,184,598 were charged to income in 2005 and are included in other financing costs.

Pursuant to the Credit Agreement, principal borrowings of up to $230,000,000 were made available to the Company through the following credit facilities:

1. Revolving Line of Credit—Maximum borrowings not to exceed $25,000,000. Interest is currently payable monthly at 30 day London Interbank Offered Rate (“LIBOR”) plus 3.00%. (7.38% at December 31, 2005) or monthly at Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 2.00%. Principal is payable monthly at the Company’s discretion based on available operating cash balances. The revolving credit commitment expires on May 11, 2011. At December 31, 2005, the balance outstanding was $9,500,000 under the revolving line of credit.

2. Term Loan—Aggregate commitment of $205,000,000 matures on May 11, 2011. The term loan is payable in quarterly principal installments beginning on September 30, 2005 of $512,500 per quarter through June 30, 2010, $48,687,500 per quarter from September 30, 2010 through March 31, 2011, and the remainder on May 11, 2011. Interest is payable quarterly at 90 day LIBOR plus 2.75% (7.14% at December 31, 2005) or monthly at Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 1.75% (9.00% at December 31, 2005). The principal balance outstanding at December 31, 2005 was $203,975,000.

Under the Restated Credit Agreement and the Sub Agreement, the Company is required to maintain certain restrictive financial covenants that limit the amount of capital expenditures the Company may make on an annual basis and require the Company to maintain certain levels of liquidity, debt to income ratios and profitability levels. Prior to the Bain Merger, the Company received waivers under the Restated Credit Agreement with respect to the failure to deliver landlord agreements, mortgages, title policies, and environmental reports, and failure to dissolve certain subsidiaries. Except for these waivers, we were in compliance with all covenants at December 31, 2005. Borrowings under the revolving line of credit and term loans are collateralized by all of the existing and acquired personal property and other assets of the Company and its subsidiaries.

Senior and Junior Subordinated Notes

2001 Notes—In connection with the acquisition of White Deer Run, Inc. and White Deer Realty, LTD in 2001, the Company entered into a senior subordinate note agreement (the “2001 Notes”) in the amount of $4,000,000. The note was scheduled to mature on January 15, 2006 and bore interest at a rate of 13% per annum. At the option of the Company, the note could have been redeemed in all or in part at any time at a redemption price equal to the principal amount outstanding on the note plus accrued and unpaid interest to the redemption date, subject to a prepayment premium of 4% if the note, in whole or in part, is redeemed at any time on or between January 1, 2003 and December 31, 2004. In connection with the 2003 borrowing arrangements described below, the full amount of the notes were repaid in 2003. The 4% prepayment premium, totaling $840,000 and additional interest charges of $886,957 are included in other financing costs in 2003.

F-28

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

In connection with obtaining the senior subordinate note in January 2001, the Company issued 2,099,387 shares of its common stock to the lender. At the date of issuance, the relative fair value ascribed to the common stock was $309,880, which was recorded as a debt discount. The value of the common stock was charged to interest expense and is amortized over the 5-year term of the senior subordinate notes. In connection with the 2003 borrowing arrangements the unamortized debt discount of $226,539 was charged to other financing costs in 2003.

2002 Notes—In connection with the acquisition of The Group in May 2002 (see Note 3), the Company entered into a senior and junior subordinated note agreement (the “2002 Notes”) in the amounts of $10,000,000 and $7,000,000, respectively. The 2002 Notes were scheduled to mature on December 31, 2007 and bore interest at a rate of 13% per annum. At the option of the Company, the 2002 Notes could have been redeemed in whole or in part at any time at a redemption price equal to the principal amount outstanding on the 2002 Notes plus accrued and unpaid interest to the redemption date, subject to a prepayment premium of 4% if the 2002 Notes, in whole or in part, are redeemed at any time on or between May 10, 2004 and May 9, 2005; 2% if the 2002 Notes, in whole or in part, are redeemed at any time on or between May 10, 2005 and May 9, 2006.

In connection with obtaining the 2002 Notes, the Company issued 5,161,554 shares of its common stock to the lender. At the date of issuance, the relative fair value ascribed to the common stock was $737,634, which was recorded as a debt discount. The value of the common stock was charged to interest expense over the term of the 2002 Notes, which was five years and seven months. In connection with the 2003 borrowing arrangements the full amount of the notes were repaid in 2003 and the unamortized debt discount of $602,149 was charged to other financing costs in 2003.

Sub Agreement—In December 2003, the Company entered into a Senior Subordinated Note and Warrant Purchase Agreement (“Sub Agreement”) with certain financial institutions in the amount of $50,000,000 to finance a portion of the purchase price of all the capital stock of NSC. The notes were originally scheduled to mature on June 19, 2010 and bear interest at a rate of 14% per annum. In 2005, the maturity date was extended to November 11, 2011. Interest is payable on a quarterly basis and is due on March 15, June 15, September 15 and December 15 of each year, with the first interest payment due on March 15, 2004. Under the terms of the Sub Agreement, the Company may not prepay the balance of the notes outstanding prior to December 19, 2005 except under the following two circumstances: (a) the Company may prepay up to 35% of the notes outstanding from the proceeds of a public offering of the Company’s stock of at least $50 million subject to a prepayment premium of 6% or (b) the Company may prepay 100% of the notes outstanding upon a change of control, defined as the sale of more than one-third of the Company’s equity, subject to a prepayment premium of 2%. Subsequent to December 19, 2005, the Company may prepay 100% of the notes outstanding upon a change of control with no prepayment premium. In the absence of a change of control, the Company may optionally prepay up to 100% of the notes outstanding after December 19, 2005 but prior to December 19, 2006 subject to a prepayment premium of 4%, after December 19, 2006 but prior to December 19, 2007 subject to a prepayment premium of 3%, and after December 19, 2007 but prior to December 19, 2008 subject to a prepayment premium of 1%. As of December 31, 2005, the Company had $50,000,000 due and outstanding under the senior subordinate notes. Costs associated with the Credit Agreement and Sub Agreement totaling $4,401,965 were capitalized and are being amortized to interest expense over the life of the respective loans.

In connection with the Sub Agreement, the Company issued warrants to the lenders to purchase 1,162,630 shares of the Company’s Series A Common Stock, 843,787 shares of the Company’s Series A Preferred Stock, and 6,841,499 shares of the Company’s Series C Preferred Stock. The fair value ascribed to the warrants is

F-29

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

$4,795,626 and is recorded as a debt discount and is being amortized over the term of the debt. In connection with the February 2004 Series C convertible stock financing, the Company converted certain warrants and issued additional warrants to the subordinated debt lenders. As a result of the transaction, warrants to purchase 1,162,630 shares of the Company’s Series A Common Stock, 220,423 shares of the Company’s Series A Preferred Stock, 1,490,647 shares of the Company’s Series A-2 Preferred Stock, and 7,290,093 shares of the Company’s Series C Preferred Stock were outstanding. During 2005, the Company recorded the issuance of these converted and additional shares ascribing a fair value of $206,891. Amortization of the discount was $696,407, $737,789, and $24,598 and is included in interest expense for the years ended December 31, 2005, 2004 and 2003.

The Restated Credit Agreement and Sub Agreement contain scheduled repayments for the term loan and senior subordinated notes. In addition, the Restated Credit Agreement stipulates mandatory prepayment requirements in certain instances, including a requirement to repay 50% of the excess cash flows of the Company (as defined in the Restated Credit Agreement) for the preceding fiscal year by April 30 of each year. In 2005 and 2004, the Company paid $0 and $330,312 under the mandatory prepayment requirements of the Credit Agreement. As of December 31, 2005, currently scheduled principal payments, excluding mandatory prepayment requirements, are as follows (in thousands):

	Revolving Line of Credit		Term Loans		Senior Subordinated Notes		Total
2006	$	9,500	$	2,050	$	—	$	11,550
2007				2,050				2,050
2008				2,050				2,050
2009				2,050				2,050
2010				98,400				98,400
Thereafter				97,375		46,456		143,831
Total	$	9,500	$	203,975	$	46,456	$	259,931

10. Interest Rate Swap

On February 17, 2004, as provided for in the Company’s Credit Agreement, the Company entered into an Interest Rate Swap Agreement to provide for interest rate protection for an aggregate notional amount of $40,000,000 of the principal amount of the outstanding Term Loans. This Agreement had a maturity date of December 31, 2006. The Interest Rate Swap Agreement was accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under the interest rate swap, the Company receives an interest rate equal to the 3-month LIBOR rate. In exchange, the Company paid a fixed rate of 2.75% on the $40,000,000. This swap was designated as a cash flow hedge under SFAS No. 133. On a quarterly basis, the Company revalued the interest rate swap and recorded the quarter-to-quarter change in other comprehensive income. The fair value of the interest rate swap was $482,315 as of December 31, 2004, ($289,389, net of tax) and is recorded in other current assets. On May 11, 2005, in connection with the repayment of all outstanding amounts under the Credit Agreement (see Note 9), the interest rate swap agreement was terminated. The Company recorded a gain of $585,644, included in other income, on the termination.

On June 1, 2005, as provided for in the Company’s Restated Credit Agreement, the Company entered into an Interest Rate Swap Agreement to provide for interest rate protection for an aggregate notional amount of

F-30

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

$100,000,000 of the principal amount of the outstanding Term Loan. This Agreement has a maturity date of June 30, 2008. The Interest Rate Swap Agreement was accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under the interest rate swap, the Company receives an interest rate equal to the 3-month LIBOR rate. In exchange, the Company pays a fixed rate of 4.05% on the $100,000,000. This swap has not been designated as a hedge under SFAS No. 133. On a quarterly basis, the Company revalues the interest rate swap and records the quarter-to-quarter change in other income. The fair value of the interest rate swap was $1,642,675 as of December 31, 2005 and is recorded in other current assets.

11. Commitments and Contingencies

Operating Leases—The Company leases various office space, clinic offices, facilities and equipment under noncancellable operating leases throughout the United States with various expiration dates through December 2048. Rent expense for the years ended December 31, 2005, 2004 and 2003 was $5,808,527, $4,701,088 and $3,189,248, net of sublease income of $74,824, $105,630 and $155,656. The terms of certain clinic offices and facility leases provide for annual scheduled increases in cost adjustments and rental payments on a graduated scale. Prior to 2005, the Company charged rent expense to the statements of operations on a cash basis instead of over the lease term on a straight-line basis. Management does not believe that the difference between the straight-line method and cash basis had a material impact on its 2004 and 2003 results of operations. In addition, the Company is also responsible for certain expenses including property tax, insurance and maintenance costs associated with some of the clinic offices and facility leases.

Future minimum lease payments under all noncancellable operating leases are as follows (in thousands):

	Operating Leases		Operating Sublease Income			Net Operating Lease Payments
2006	$	4,105	$	(5	)	$	4,100
2007		3,687					3,687
2008		3,150					3,150
2009		2,600					2,600
2010		1,719					1,719
Thereafter		20,995					20,995
Total minimum payments and sublease income	$	36,256	$	(5	)	$	36,251

Self Insurance Plan—Effective May 2004, the Company has established a self-insurance program for workers’ compensation benefits for employees. Self-insurance reserves are based on past claims experience and projected losses for incurred claims and includes an estimate of costs for claims incurred but not reported at the balance sheet date. Insurance coverage, in excess of the per occurrence self-insurance retention, has been secured with insurers for specified amounts. The reserve for self-insured workers’ compensation claims totaled $629,510 and $407,645 at December 31, 2005 and 2004 and is included in accrued liabilities.

Litigation—The Company is involved in litigation and regulatory investigations arising in the course of business. After consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s future financial position or results from operations.

F-31

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

12. Mandatorily Redeemable Stock

Redeemable convertible preferred stock and redeemable common stock at December 31, 2005, consists of the following (in thousands, except share amounts):

	Shares		Liquidation Preference		Cash Proceeds Balance as of December 31, 2005
Series	Authorized	Outstanding
Redeemable convertible preferred stock:
Series A	27,857,595	6,310,664	$	6,942	$	7,826
Series A–1	1,874,135	1,874,135		19
Series A–2	60,000,000	42,676,712		19,631		19,631
Series C	230,000,000	208,712,678		96,008		88,168
	319,731,730	259,574,189		122,600		115,625
Redeemable common stock— Series A–1	5,000,066	2,824,867
Total	324,731,796	262,399,056	$	122,600	$	115,625

In December 2003 and February 2004, the Company issued and sold shares of Series C convertible preferred stock at a share price of $0.46. In connection with the financing, holders of Series A convertible preferred stock who participated in the Series C convertible preferred stock financing had all or a portion of their shares of Series A convertible preferred stock exchanged for shares of Series A–2 convertible preferred stock and holders of Series B, Series B–1, and Series B–2 convertible preferred stock who participated in the Series C convertible preferred stock financing had all or a portion of their shares of Series B, Series B–1, and Series B–2 convertible preferred stock exchanged for Series C convertible preferred stock, pursuant to a formula set forth in the stock purchase agreement. The Series A–2 convertible preferred has terms substantially similar to the terms of the existing Series A convertible preferred stock but is issued at and has a liquidation preference of $0.46 per share. The aggregate liquidation preference of the shares of Series A–2 convertible preferred stock received in exchange for shares of Series A convertible preferred stock is the same; however, the holders of Series A convertible preferred received, as a result of the exchange, a greater number of shares of Series A–2 preferred stock (and thus have the right to convert such shares into a greater number of shares of underlying Series A common stock). The Series C convertible preferred stock has terms substantially similar to the then existing Series B, Series B–1, and Series B–2 convertible preferred stock but is issued at, and has a liquidation price of, $0.46 per share. The aggregate liquidation preference of the shares of Series C convertible preferred stock received in exchange for shares of Series B, Series B–1 and Series B–2 convertible preferred stock is the same; however, the holders of Series C convertible preferred received, as a result of the exchange, a greater number of shares of Series C preferred stock (and thus have the right to convert such shares into a greater number of shares of underlying Series A common stock).

On December 19, 2003, the Company issued and sold 95,652,174 shares of Series C convertible preferred stock for an aggregate purchase price of $44,000,000. In connection with this initial closing, 21,839,080 shares of Series B, 14,524,556 shares of Series B–1 and 5,545,455 shares of Series B–2 were exchanged for 100,217,391 shares of Series C convertible preferred stock. On February 6, 2004, the Company issued and sold 12,843,113 shares of Series C Preferred Stock for an aggregate purchase price of $5,907,833. In connection with this second closing, 17,846,634 shares of Series A convertible preferred stock were exchanged for 42,676,712 shares of Series A–2 convertible preferred stock.

F-32

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

The holders of the Series A convertible preferred stock, Series A–1 redeemable convertible preferred stock, Series A–2 convertible preferred stock, and Series C convertible preferred stock have various rights and preferences as follows:

Voting—Each share of Series A convertible preferred stock, Series A–1 redeemable convertible preferred stock, Series A–2 convertible preferred stock, and Series C convertible preferred stock has voting rights equal to the number of shares of Series A common stock or Series A–1 redeemable common stock, as applicable, into which such shares are convertible. Holders of the convertible preferred stock shall vote together with the holders of common stock as a single class.

Dividends—So long as Series C is outstanding, no dividend may be declared or paid to any other series of preferred stock, unless an equivalent dividend is paid on Series C Preferred Stock. If the Board of Directors declares or pays a dividend on any share of common stock, each holder of a share of Series A convertible preferred stock, Series A–1 redeemable convertible preferred stock, Series A–2 convertible preferred stock, or Series C convertible preferred stock is entitled to the amount of dividends on such shares as would be declared on the number of shares of Series A common stock or Series A–1 redeemable common stock, as applicable, into which each such share of convertible preferred stock could be converted. The right to dividends is not cumulative and no right accrues because dividends are not declared in any period. Undeclared or unpaid dividends shall not bear or accrue interest. As of December 31, 2005, no dividends have been declared or paid.

Liquidation—In the event of any liquidation, dissolution or winding up of the Company (a “Liquidation Event”), the holders of Series C convertible preferred stock, (referred to as the “Purchaser Preferred Stock”) are entitled to be paid an amount equal to $0.46 as adjusted for any stock split, reverse stock split, stock dividend or stock reclassification (“Capital Event”), for each share of Series C Preferred Stock, and in preference to the holders of Series A convertible preferred stock, Series A–1 redeemable preferred stock and Series A–2 convertible preferred stock (collectively referred to as “Purchaser Junior Securities”). No distribution or payment shall be made to the holders of Purchaser Junior Securities unless, prior to the first distribution, the holders of Series C Preferred Stock have received their full applicable liquidation preference. If the assets distributable to the holders of the Series C Preferred Stock are insufficient to permit the payment to such holders of the full preferential amounts to which they may be entitled, such assets shall be distributed ratably among the holders of the Series C Stock in proportion to the full preferential amount each such holder would otherwise be entitled to receive.

Upon a Liquidation Event, after the payment or distribution of all preferential amounts, the holders of Series A Convertible Preferred Stock, Series A–1 Redeemable Preferred Stock, and Series A–2 Convertible Preferred Stock shall be entitled to be paid an amount equal to $1.10, $0.01, and $0.46, respectively, as adjusted for any Capital Event, for each share of Series A Convertible Preferred Stock, Series A–1 Redeemable Preferred Stock, and Series A–2 Convertible Preferred Stock. No distribution or payment shall be made to the holders of common stock unless, prior to the first distribution, the holders of the Purchaser Junior Securities have received their full applicable liquidation preference. If the assets distributable to the holders of the Purchaser Junior Securities are insufficient to permit the payment to such holders of the full preferential amounts to which they may be entitled, such assets shall be distributed ratably among the holders of the Purchaser Junior Securities in proportion to the full preferential amount each such holder would otherwise be entitled to receive.

Upon the occurrence of a Liquidation Event, and after the payment of the full preferential amounts to the holders of the convertible preferred stock as stated above, all remaining assets of the Company available for

F-33

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

distribution are distributed among the holders of the Series A common stock and the convertible preferred stock on a proportionate basis as though the holders of shares of convertible preferred stock were holders of the number of shares of Series A common stock into which such shares are convertible.

Per the Restated Certificate of Incorporation, a Liquidation Event shall not include a transaction or series of related transactions that constitute a merger, consolidation or sale of all or substantially all of the assets of the Company.

Conversion—Each share of Series A, Series A–2, and Series C convertible preferred stock, at the option of the holder, is convertible into a number of fully paid and nonassessable shares of Series A common stock of the Company exercised by delivery of a written notice to the Secretary of the Company or any transfer agent for the Preferred Stock. The number of Series A common stock into which each share of Series A, Series A–2, and Series C convertible preferred stock may be converted is determined by dividing their respective liquidation prices by their respective conversion prices in effect at the time of conversion. The initial Series A, Series A–2 and Series C conversion prices shall be equal to their respective series liquidation prices, subject to adjustment.

In the event a conversion of Series C Convertible Preferred Stock is made following receipt of notice or an announcement or disclosure of a change of control or an initial public offering and prior to consummation thereof, each share of Series C convertible preferred stock shall be entitled to receive, in such conversion, a number of additional shares of Series A common stock equal to the liquidation price of such series. This amount is in addition to the amounts received by the Series C Convertible Preferred Stock pursuant to the preceding paragraph.

Each share of Series A–1 redeemable convertible preferred stock, at the option of the holder, is convertible into a number of fully paid and non assessable shares of Series A–1 redeemable common stock of the Company exercised by delivery of a written notice to the Secretary of the Company or any transfer agent for the Preferred Stock. The number of Series A–1 redeemable common stock into which each share of Series A–1 redeemable convertible preferred stock may be converted is determined by dividing the Series A–1 liquidation price by the Series A–1 conversion price in effect at the time of the conversion. The initial Series A–1 conversion price shall be the Series A–1 liquidation price, subject to adjustment.

Conversion is automatic upon the closing of a public offering of common stock or the election to convert by the preferred stockholders of more than 50% of the then outstanding shares of Series A and Series A–2 convertible preferred stock and not less than 67% of the then outstanding shares of Series C convertible preferred stock.

The Company shall at all times reserve and keep available out of its authorized but unissued common stock such number of shares of the relevant series of common stock sufficient to effect conversion of the convertible preferred stock. At December 31, 2005, the Company has reserved sufficient shares of relevant series of common stock for issuance upon conversion of Series A, Series A–2, and Series C convertible preferred stock and Series A–1 redeemable convertible preferred stock.

Redemption Rights

Mandatory Redemption—On the date (the “Mandatory Redemption Date”) which is the earliest of (i) the closing date of a change of control, (ii) the acceleration of any obligation of the Company under the Amended

F-34

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

and Restated Credit Agreement, the Loan Documents or the Senior Subordinated Note Agreement and (iii) any insolvency or bankruptcy case or proceeding, or receivership, liquidation, other similar case or proceeding, relative to the Company or any direct or indirect subsidiary of the Company; or any assignment or benefit of creditors or any marshalling of assets and liabilities of the Company or any direct or indirect subsidiary of the Company, each a Mandatory Redemption Event, the Company shall, subject to the prior repayment in full of all obligations under the Senior Subordinated Note Agreement and to the extent of assets of the Company legally available therefore, redeem all of the shares of preferred stock in accordance with the Restated Certificate of Incorporation, unless the Company receives written notice from holders of preferred stock representing a majority of the voting power of the outstanding shares of preferred stock not to effect the mandatory redemption. Each share of Series C convertible preferred stock shall be redeemed for an amount equal to the sum of the (x) liquidation price of such share of preferred stock and (y) the amount each share of Series C convertible preferred stock would receive, respectively, if after payment to the holders of preferred stock of all liquidation prices, the holders of Series C convertible preferred stock and common stock received ratably, on a share for share basis, an amount equal to the fair market value of all remaining assets of the Company. Accordingly, the Series C shareholders are entitled to their liquidation preference and an equal share of the remaining assets available to the common shareholders. Each share of Series A, Series A–1 and Series A–2 convertible preferred stock shall be redeemed for an amount equal to the liquidation price of each such share of preferred stock.

Redemption of Series A–1 Redeemable Convertible Preferred and Series A–1 Redeemable Common Stock—Upon the first occurrence of a Redemption Event (when (i) the earnings before interest, taxes, depreciation and amortization (“EBITDA”) set forth or determined from the unaudited financial statements of eGetgoing for the year ended December 31, 2004 is less than $3,500,000 and for the year ending December 31, 2005 is less than $5,500,000; (ii) a change of control or an initial public offering that occurs on or before December 31, 2003 (an “Early Redemption Event”) or (iii) a change of control or an initial public offering occurs after December 31, 2003 and before January 1, 2006 and as of the last day of the fiscal quarter of eGetgoing immediately prior to the quarter in which such change of control or initial public offering occurs, the Actual EBITDA (Actual EBITDA shall mean (i) in relation to a change of control or an initial public offering occurring during the 2004 and 2005 fiscal year of eGetgoing, the EBITDA of eGetgoing for the twelve months ending as of the last day of the fiscal quarter immediately prior to the quarter in which a change of control or an initial public offering occurs, as set forth in or determined from the unaudited financial statements of eGetgoing or (ii) in relation to a change of control or an initial public offering occurring thereafter, the EBITDA of eGetgoing for the twelve months ending as of September 30, 2005, as set forth or determined from the unaudited financial statements of eGetgoing) is less than Target EBITDA (Target EBITDA shall mean (i) with respect to a change of control or an initial public offering that occurs during the 2004 fiscal year of eGetgoing, the sum of $1,000,000 and the product of $625,000 multiplied by the number of quarters in such fiscal year completed prior to such change of control or initial public offering or (ii) with respect to a change of control or an initial public offering that occurs during the 2005 fiscal year of eGetgoing, the sum of $3,500,000 and the product of $500,000 multiplied by the number of quarters in such fiscal year completed prior to such change of control or initial public offering or (iii) with respect to a change of control or an initial public offering that occurs after the 2005 fiscal year of eGetgoing, $5,000,000.) The Company shall redeem, on the applicable redemption date, to the extent of assets of the Company legally available therefore, 100% of its Series A–1 redeemable common stock and its Series A–1 redeemable convertible preferred stock, except if such Redemption Event is an Early Redemption Event, the Company shall redeem, to the extent of the assets of the Company legally available therefore, a number of shares on a pro rata basis between such redeemable common stock and redeemable convertible preferred stock equal to the total number of such outstanding shares multiplied by the redemption percentage. The redemption price of each share of Series A–1 redeemable common stock and Series A–1 redeemable convertible preferred stock shall be $0.000001.

F-35

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

13. Common Stock

The Company’s Restated Certificate of Incorporation authorizes the Company to issue 383,090,909 shares of $0.000001 par value common stock, of which 378,090,843 and 5,000,066 shares have been designated as Series A common stock and Series A–1 redeemable common stock, respectively.

Voting—Each share of common stock is entitled, on all matters submitted for a vote or the consent of the holders of shares of common stock, to one vote.

Dividends—The holders of Series A common stock and Series A–1 redeemable common stock are entitled to receive dividends when and as declared by the Board of Directors, subject to the prior rights of the convertible preferred stockholders. When and as dividends are declared, the holders of Series A common stock and Series A–1 redeemable common stock shall be entitled to share equally, share for share, in such dividends. As of December 31, 2005, no dividends have been declared or paid to the holders of common stock.

Liquidation Rights—Upon a Liquidation Event, after payment or distribution to the holders of preferred stock, all remaining assets of the Company shall be distributed to the holders of common stock and preferred stock on a proportionate basis as though the holders of preferred stock were holders of the number of shares of common stock into which such shares of preferred stock are convertible.

14. Stock Option Plan

On August 8, 2002, the Company established the 2002 Stock Option Plan (the “Plan”). The Plan provides for the granting of stock options to employees, consultants, and directors of the Company. Options granted under the Plan may be either incentive stock options or nonstatutory stock options. Incentive stock options (“ISO”) may be granted only to Company employees (including officers and directors who are also employees).

Nonstatutory stock options (“NSO”) may be granted to Company employees and consultants. At Plan inception, the Company reserved 8,352,415 shares of common stock for issuance under the Plan. In 2003, the Company authorized an additional 23,613,539 shares of common stock for issuance under the Plan. In total, the Company has reserved 31,965,954 shares of common stock for issuance under the Plan. The Plan requires that this reserve be reduced by the outstanding but unexercised number of options under the CRC Health Plan and the eGetgoing Plan. The reserve is also reduced by the number of outstanding shares issued under the CRC Health Plan and the eGetgoing Plan from options exercised subsequent to the adoption of the Plan.

Options under the Plan may be granted for periods of up to ten years and at prices no less than the estimated fair value of the shares on the date of grant as determined by the Board of Directors, provided, however, that the exercise price of an ISO and NSO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. To date, options granted generally vest over four years. In accordance with the terms of the Plan, options shall be exercisable at such times or upon such events, subject to such terms, conditions, performance criteria and restrictions as determined by the Board of Directors and subject to repurchase options held by the Company which expire over the vesting period of the original grant. However, no option shall be exercisable after the expiration of ten years after the grant date.

In connection with the merger and acquisition agreement in 2002, the CRC Health Plan and the eGetgoing Plan were amended to provide that each CRC Health and eGetgoing option may be exercised solely for shares of

F-36

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

the Company’s Series A common stock. The number of shares of Series A common stock subject to each such CRC Health and eGetgoing option shall be equal to the number of shares of CRC Health and eGetgoing common stock, respectively, subject to such option immediately prior to effective date of the merger and acquisition, multiplied by 1.0960560 and 0.4852055, respectively, rounding up to the nearest whole share and the exercise price under each such option shall be adjusted by dividing the exercise price under such option by 1.0960560 and 0.4852055, respectively, rounding up to the nearest hundredth of a cent; provided that each such option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or similar transaction with respect to the Company subsequent to the merger and acquisition. On the date of the merger and acquisition, CRC Health and eGetgoing had 1,781,170 and 2,874,669 stock options issued and outstanding, respectively, which are exercisable into 1,952,262 and 1,394,805 shares of the Company’s Series A common stock at an exercise price of $0.15 and $0.02, respectively.

Activity under the Plan is set forth below:

			Options Outstanding
	Shares Available for Grant		Number of Shares		Weighted Average Exercise Price
Balance—December 31, 2002	1,061,041		7,291,374		$	0.54
Authorized	23,613,539
Granted	(1,830,092	)	1,830,092			1.10
Forfeited	844,957		(844,957	)		0.52
Exercised			(597,845	)		0.02
Balance—December 31, 2003	23,689,445		7,678,664			0.71
Granted	(24,645,497	)	24,645,497			0.11
Forfeited	5,521,564		(5,521,564	)		0.94
Exercised			(97,775	)		0.07
Balance—December 31, 2004	4,565,512		26,704,822			0.11
Granted	(500,000	)	500,000			0.11
Forfeited	259,836		(259,836	)		0.11
Exercised			(604,792	)		0.14
Balance—December 31, 2005	4,325,348		26,340,194			0.11

The options outstanding and currently exercisable under the Plan at December 31, 2005, are as follows:

	Options Outstanding		Number of Shares Exercisable	Weighted Average Exercise Price
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (in Years)
$0.02	381,694	5.38	381,713	$	0.02
0.15	1,232,673	5.38	1,206,981		0.15
0.11	24,725,827	8.97	13,157,339		0.11
	26,340,194	7.93	14,746,033		0.11

F-37

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Stock-Based Compensation—For options granted to consultants and other third parties, the Company determined the fair value of the options using the Black-Scholes option pricing model with the following assumptions: expected life of one to four years; risk-free interest rate of 1.85% to 4.31%; expected dividend yield rate of zero and volatility of 70%. In connection with the grants of stock options to consultants and other third parties, $0, $114,179 and $155,435 was amortized to expense for the years ended December 31, 2005, 2004 and 2003.

15. Related-Party Transactions

In conjunction with the merger and acquisition of CRC Health and eGetgoing, the Company entered into a consulting agreement with two stockholders of the Company to provide consulting services and assist the Company in obtaining the Series B convertible preferred stock financing as well as providing ongoing consulting services for future financing and debt-related matters through August 23, 2012. The fees paid to the two stockholders at the time of the Series B convertible preferred stock closing were $1,050,000 and were recorded as a reduction to the carrying value of the Series B redeemable convertible preferred stock. Per the agreement, the Company agreed to pay ongoing total consulting fees in the amount of $300,000 per year. The consulting fee is payable semi-annually in advance on January 1 and July 1 of each year. In addition, the agreement provides for, at the time of additional financings made subsequent to the Series B convertible preferred stock financing, an increase in the consulting fee in the amount of 1.5% of the aggregate purchase price of the subsequent round of financing. The Company paid $1,153,106, $1,262,336, and $500,000 under this agreement for the years ended December 31, 2005, 2004 and 2003. This amount has been included in the consolidated statement of operations in supplies and facilities cost.

At December 31, 2005, 2004 and 2003, included in other long-term assets is a note receivable from the Chief Executive Officer in the amount of $0, $180,000 and $360,000, plus accrued interest of $0, $19,307, and $53,401, respectively. In April 1998, the Camp Recovery Centers, LP (the “Partnership”), a subsidiary of the Company entered into a loan agreement with the Chief Executive Officer for borrowings of up to $460,000 during the period from 1998 through 2000. The Chief Executive Officer was able to draw down funds against this loan agreement at various times and in various amounts, as described in the loan agreement. As per the terms of the loan agreement, interest was charged and accrued at the current minimum rate pursuant to the Internal Revenue Code. The outstanding principal amount plus accrued interest is due at various times, as described in the loan agreement beginning December 31, 2003. In addition, the agreement states that the outstanding principal amount and accrued interest shall be forgiven at various times and amounts beginning on December 31, 2003, based upon the Partnership meeting certain goals and conditions, as described in the agreement. As of December 31, 2005, 2004 and 2003, the Partnership met the goals and conditions described in the agreement and accordingly, principal and interest on the notes aggregating $205,103, $209,652 and $123,245 was forgiven and charged to compensation expense during 2005, 2004 and 2003.

In 2001, eGetgoing entered into a consulting agreement with a member of the Company’s Board of Directors. Services provided pursuant to the agreement include speaking engagements on behalf of the Company, introductions to potential customers and investors, and advices and counseling to senior management. In connection with the acquisition of eGetgoing, the Company has agreed to continue to pay a monthly retainer of $10,000.

F-38

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

16. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Upon consummation of the Transactions, as of March 31, 2006, the Company had outstanding $200 million aggregate principal amount of 10 ³/4% senior subordinated notes due 2016. These senior subordinated notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis by all of the Company’s subsidiaries.

The following supplemental tables present consolidating balance sheets for the Company and its subsidiary guarantors as of December 31, 2005 (Predecessor Company) and December 31, 2004 (Predecessor Company), and the consolidating statements of operations and cash flows for each of the three years ended December 31, 2005 (Predecessor Company).

F-39

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Balance Sheet as of December 31, 2005 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	4,946		$	131	$			$	5,077
Accounts receivable, net of allowance		3			23,415					23,418
Prepaid expenses		4,001			509					4,510
Other current assets		2,743			89					2,832
Deferred income taxes		4,264								4,264
Total current assets		15,957			24,144					40,101
PROPERTY, PLANT, AND EQUIPMENT—Net		2,819			46,255					49,074
GOODWILL		1,015			264,962					265,977
OTHER INTANGIBLE ASSETS—Net		200			59,808					60,008
OTHER ASSETS		8,889			105					8,994
INVESTMENT IN SUBSIDIARIES—At Cost		219,531					(219,531	)
TOTAL ASSETS	$	248,411		$	395,274	$	(219,531	)	$	424,154
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,348		$		$			$	5,348
Accrued liabilities		8,776			5,624					14,400
Income taxes payable		3,384								3,384
Current portion of long-term debt		11,550								11,550
Other current liabilities		1			3,134					3,135
Total current liabilities		29,059			8,758					37,817
LONG TERM DEBT—Less current portion		248,381								248,381
OTHER LONG-TERM LIABILITIES		100			369					469
DEFERRED INCOME TAXES		9,877								9,877
Total liabilities		287,417			9,127					296,544
MANDATORILY REDEEMABLE STOCK		115,625								115,625
STOCKHOLDER’S EQUITY:
Series A common stock
Additional paid-in capital(1)		(115,090	)		334,836		(219,531	)		215
Retained earnings (accumulated deficit)		(39,541	)		51,311					11,770
Total stockholder’s equity		(154,631	)		386,147		(219,531	)		11,985
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	248,411		$	395,274	$	(219,531	)	$	424,154

(1) Includes intercompany balances

F-40

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Balance Sheet as of December 31, 2004 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	9,700		$	863	$	—		$	10,563
Accounts Receivable (Less Allowance)		4			20,307					20,311
Prepaid Expenses		4,271			663					4,934
Other Current Assets		575			430					1,005
Deferred Income Taxes		4,174								4,174
Total Current Assets		18,724			22,263					40,987
PROPERTY, PLANT, AND EQUIPMENT—Net		1,568			26,241					27,809
GOODWILL					167,194					167,194
OTHER INTANGIBLE ASSETS—Net					22,267					22,267
OTHER ASSETS		3,761			677					4,438
INVESTMENT IN SUBSIDIARIES—At cost		111,261					(111,261	)
TOTAL ASSETS	$	135,314		$	238,642	$	(111,261	)	$	262,695
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	3,037		$	1	$	—		$	3,038
Accrued Liabilities		3,168			7,587					10,755
Income Taxes Payable		5,517								5,517
Current Portion of Long-Term Debt		6,575								6,575
Other Current Liabilities		78			2,531					2,609
Total Current Liabilities		18,375			10,119					28,494
LONG TERM DEBT—Less current portion		116,768								116,768
OTHER LONG-TERM LIABILITIES					797					797
DEFERRED INCOME TAXES		7,030								7,030
Total Liabilities		142,173			10,916					153,089
MANDATORILY REDEEMABLE STOCK		115,418								115,418
STOCKHOLDER’S EQUITY:
Series A Common Stock
Deferred Stock-based Compensation
Additional Paid-In Capital(1)		(86,735	)		198,125		(111,261	)		129
Retained Earnings (accumulated deficit)		(35,832	)		29,601					(6,231	)
Accumulated Other Comprehensive Income		290								290
Total Stockholder’s Equity		(122,277	)		227,726		(111,261	)		(5,812	)
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	135,314		$	238,642	$	(111,261	)	$	262,695

(1) Includes intercompany balances

F-41

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Operations

For the Year Ended December 31, 2005 (Predecessor)

(In Thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations			Consolidated
REVENUE:
Net client service revenue	$	304		$	205,529		$			$	205,833
Other revenue		13			3,176						3,189
Management fee revenue		28,346						(28,346	)
Total net revenue		28,663			208,705			(28,346	)		209,022
OPERATING EXPENSES:
Salaries and benefits		6,920			89,321						96,241
Supplies and facilities cost		7,261			47,566						54,827
Insurance		101			2,204						2,305
Provision for bad debts					3,041						3,041
Depreciation and amortization		554			3,296						3,850
Write-off of intangible assets					41						41
Management fee expense					28,346			(28,346	)
Total Operating Expenses		14,836			173,815			(28,346	)		160,305
INCOME FROM OPERATIONS		13,827			34,890						48,717
INTEREST EXPENSE		(19,814	)								(19,814	)
OTHER FINANCING COSTS		(2,185	)								(2,185	)
OTHER INCOME (EXPENSE)		2,214			(15	)					2,199
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(5,958	)		34,875						28,917
INCOME TAX EXPENSE (BENEFIT)		(2,249	)		13,165						10,916
NET INCOME (LOSS)	$	(3,709	)	$	21,710		$			$	18,001

F-42

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Operations

For the Year Ended December 31, 2004 (Predecessor)

(In Thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations			Consolidated
REVENUE:
Net client service revenue	$	127		$	163,578		$	—		$	163,705
Other revenue					1,898						1,898
Management fee revenue		21,017						(21,017	)
Total net revenue		21,144			165,476			(21,017	)		165,603
OPERATING EXPENSES:
Salaries and benefits		5,476			72,308						77,784
Supplies and facilities cost		4,914			36,674						41,588
Insurance		130			2,381						2,511
Provision for bad debts					2,834						2,834
Depreciation and amortization		547			3,152						3,699
Management fee expense					21,017			(21,017	)
Total operating expenses		11,067			138,366			(21,017	)		128,416
INCOME FROM OPERATIONS		10,077			27,110						37,187
INTEREST EXPENSE		(13,965	)								(13,965	)
INTEREST AND OTHER INCOME		(5	)		(7	)					(12	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(3,893	)		27,103						23,210
INCOME TAX EXPENSE (BENEFIT)		(1,677	)		11,673						9,996
INCOME (LOSS) FROM CONTINUING OPERATIONS		(2,216	)		15,430						13,214
DISCONTINUED OPERATIONS:
(Loss) income from discontinued operations, including loss on disposal of $2,241 in 2004		(2,015	)								(2,015	)
Income Tax (Benefit) Expense		(257	)								(257	)
Net income (loss) from discontinued operations		(1,758	)								(1,758	)
NET INCOME (LOSS)	$	(3,974	)	$	15,430		$	—		$	11,456

F-43

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Operations

For the Year Ended December 31, 2003 (Predecessor)

(In Thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
NET REVENUE:
Net client service revenue	$	41		$	101,370	$	—		$	101,411
Other revenue					1,093					1,093
Management fee revenue		9,746			—		(9,746	)		—
Net revenue		9,787			102,463		(9,746	)		102,504
OPERATING EXPENSES:
Salaries and benefits		4,364			52,724					57,088
Supplies and facilities cost		3,065			24,673					27,738
Insurance		151			1,836					1,987
Provision for bad debts		11			3,209					3,220
Depreciation and amortization		405			1,804					2,209
Management fee expense		—			9,746		(9,746	)		—
Total operating expenses		7,996			93,992		(9,746	)		92,242
INCOME FROM OPERATIONS		1,791			8,471		—			10,262
INTEREST EXPENSE		(6,564	)							(6,564	)
OTHER FINANCING COSTS		(8,331	)							(8,331	)
OTHER INCOME (EXPENSE)		(4	)				—			(4	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(13,108	)		8,471					(4,637	)
INCOME TAX EXPENSE (BENEFIT)		(8,709	)		5,628		—			(3,081	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		(4,399	)		2,843		—			(1,556	)
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations before income income taxes		259								259
Income tax expense (benefit)		(17	)							(17	)
Net income (loss) from discontinued operations		276								276
NET INCOME (LOSS)	$	(4,123	)	$	2,843	$			$	(1,280	)

F-44

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2005 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Elimination		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$	1,432		$	22,367		$		$	23,799
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(1,101	)		(9,504	)				(10,605	)
Acquisition of Life Healing Center					210					210
Acquisition of Sierra Tucson					(132,075	)				(132,075	)
Acquisition of Sixth Street					(759	)				(759	)
Acquisition of Montecatini					(4,744	)				(4,744	)
Acquisition of Wellness Resource Center					(5,977	)				(5,977	)
Acquisition of 4Therapy					(4,975	)				(4,975	)
Purchase of OTP registration rights					(200	)				(200	)
Net cash used in investing activities		(1,101	)		(158,024	)				(159,125	)
CASH FLOWS FROM FINANCING ACTIVITIES
Intercompany Transfers		(135,002	)		135,002
Proceeds from Term Loan		205,000								205,000
Proceeds from Revolving Line of Credit		13,000								13,000
Repayments of revolver loan		(3,500	)							(3,500	)
Stock options exercised		86								86
Debt financing costs		(6,267	)							(6,267	)
Repayment of capital lease obligations					(78	)				(78	)
Repayments of term loans		(76,394	)							(76,394	)
Repayments of promissory notes		(2,007	)							(2,007	)
Net cash (used in) provided by financing activities		(5,084	)		134,924					129,840
NET DECREASE IN CASH	$	(4,753	)	$	(733	)	$	—	$	(5,486	)
CASH—Beginning of year		9,700			863					10,563
CASH—End of year	$	4,947		$	130		$	—	$	5,077

F-45

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2004 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Elimination		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$	4,604		$	20,969		$	—	$	25,573
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(1,029	)		(6,289	)				(7,318	)
Acquisition of CAPS					(168	)				(168	)
Acquisition of Life Healing Center					(16,558	)				(16,558	)
Acquisition of CBH					(16	)				(16	)
Acquisition of NSC					(148	)				(148	)
Proceeds from sale of discontinued operation		1,478								1,478
Net cash provided by (used in) investing activities		449			(23,179	)				(22,730	)
CASH FLOWS FROM FINANCING ACTIVITIES
Intercompany Transfers		(2,130	)		2,130
Proceeds from issuance of Series C convertible preferred stock—net		5,559								5,559
Stock options exercised		12								12
Repayment of capital lease obligations					(84	)				(84	)
Repayments of term loans		(4,630	)							(4,630	)
Repayments of promissory notes		(258	)							(258	)
Proceeds from revolver loan		5,000								5,000
Repayments of revolver loan		(5,000	)							(5,000	)
Net cash (used in) provided by financing activities		(1,447	)		2,046					599
NET INCREASE (DECREASE) IN CASH	$	3,606		$	(164	)	$	—	$	3,442
CASH—Beginning of year		6,094			1,027					7,121
CASH—End of year	$	9,700		$	863		$	—	$	10,563

F-46

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2003 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Elimination		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(5,504	)	$	8,778		$	—	$	3,274
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(691	)		(1,717	)				(2,408	)
Restricted Cash		500			—					500
Acquisition of CAPS—net of cash acquired					(40,725	)				(40,725	)
Acquisition of CBH					(3,397	)				(3,397	)
Acquisition of NSC—net of cash acquired					(92,995	)				(92,995	)
Net cash used in investing activities		(191	)		(138,834	)		—		(139,025	)
CASH FLOWS FROM FINANCING ACTIVITIES
Intercompany transfers		(131,058	)		131,058					—
Proceeds from issuance of Series B, Series B-1 and Series B-2 convertible preferred Stock—net		21,820								21,820
Proceeds from issuance of Series C convertible preferred Stock—net		41,863								41,863
Repurchase of common stock		(8,327	)							(8,327	)
Repurchase of Series A Convertible preferred stock		(1,081	)							(1,081	)
Stock options exercised		12								12
Proceeds from term loans		125,000								125,000
Proceeds from senior and junior subordinated notes		50,000								50,000
Repayment from capital lease obligations					(41	)				(41	)
Repayments of term loans		(65,800	)							(65,800	)
Repayments of senior and junior subordinated notes		(21,000	)							(21,000	)
Repayments of promissory notes		(235	)							(235	)
Repayments of revolver loan		(300	)							(300	)
Debt financing costs		(4,402	)							(4,402	)
Net cash provided by financing activities		6,492			131,017					137,509
NET INCREASE IN CASH	$	797		$	961		$	—	$	1,758
CASH—Beginning of year		5,297			66					5,363
CASH—End of year	$	6,094		$	1,027		$	—	$	7,121

F-47

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

17. Segment Information

In accordance with the criteria of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company has determined that it operates two reportable segments: (1) Residential Treatment Services (“Residential”) and (2) Opiate Treatment Services (“Opiate”). The Company has aggregated operations into two reportable segments based on the characteristics of the services provided.

The Residential segment specializes in the treatment of chemical dependency and other behavioral health disorders both on an inpatient, residential basis and on an outpatient basis. Services offered in this segment include: inpatient/residential care, partial/day treatment, intensive outpatient groups, therapeutic living/half-way house environments, aftercare centers, and detoxification. As of December 31, 2005, the Residential segment provides substance abuse and behavioral health services to patients at 39 facilities in 10 states. The Opiate segment provides strictly monitored medication, combined with psychosocial rehabilitation services on an outpatient basis to aid in the treatment of opiate and narcotic addictions. As of December 31, 2005, the Opiate segment provides medication and counseling services at 49 facilities in 17 states.

Activities classified as “Corporate/Other” represent revenue and expenses associated with eGetgoing, an online internet startup, and general and administrative costs (i.e., expenses associated with the corporate offices in Cupertino, California, which provides management, financial, human resources, and information system support).

F-48

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Selected segment financial information for the Company’s reportable segments were as follows (in thousands):

	2005			2004			2003
Net revenue:
Residential	$	124,858		$	86,551		$	65,962
Opiate		83,847			78,925			36,501
Corporate/Other		317			127			41
Total	$	209,022		$	165,603		$	102,504
Operating expenses:
Residential	$	92,457		$	67,404		$	56,858
Opiate		52,971			49,945			27,388
Corporate/Other		14,836			11,067			7,996
Write-off of intangibles		41
Total	$	160,305		$	128,416		$	92,242
Income from operations:
Residential	$	32,401		$	19,147		$	9,104
Opiate		30,835			28,980			9,113
Corporate/Other		(14,519	)		(10,940	)		(7,955	)
Total	$	48,717		$	37,187		$	10,262
Total assets:
Residential	$	248,794		$	97,407		$	79,538
Opiate		146,480			141,235			142,456
Corporate/Other		28,880			24,053			15,273
Total	$	424,154		$	262,695		$	237,267
Capital expenditures:
Residential	$	7,496		$	4,349		$	921
Opiate		1,978			1,940			796
Corporate/Other		1,903			1,029			691
Total	$	11,377		$	7,318		$	2,408

18. Subsequent Events

On February 6, 2006, investment funds managed by Bain Capital acquired CRC Health Group, Inc. for approximately $721.3 million. This transaction was structured as a merger in which CRCA Merger Corporation, an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized holding corporation controlled by Bain Capital, merged with and into Health Group with Health Group remaining as the surviving corporation. CRCA Merger Corporation and CRCA Holdings, Inc. are Delaware corporations. Immediately after the merger, CRC Health Corporation and eGetgoing, Inc. merged with and into Health Group with Health Group as the surviving entity. CRCA Holdings Inc. was renamed to CRC Health Group, Inc. and Health Group was renamed CRC Health Corporation. The merger will be accounted for as a purchase and, accordingly at the date of acquisition the purchase price will be allocated to the assets acquired and liabilities assumed based on their respective fair values.

F-49

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2005 and 2004 and

For the years ended December 31, 2005, 2004 and 2003

Concurrent with the Bain Merger, the Company issued $200,000,000 of 10 ³/4% Senior Subordinated Notes, due February 1, 2016, (the “Notes”). The Notes are unsecured, are subordinated to all of the Company’s existing and future senior indebtedness, and rank equally with all of the Company’s existing and future senior subordinated indebtedness, and rank senior to all of the Company’s exiting and future subordinated indebtedness. The Notes are guaranteed on an unsecured senior subordinated basis by certain of the Company’s subsidiaries. The Notes were issued only to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The Notes have not been registered under the Securities Act of 1933 or the securities laws of any other place. The Notes are not listed on any securities exchange. In connection with the issuance of the Notes, the Company entered into a Registration Rights Agreement. Pursuant to this Registration Rights Agreement, the Company will, for the benefit of the holders of the Notes, file on or prior to the 150^th calendar day following the issue date a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for a new issue of debt securities of the Company, use reasonable best efforts to cause the registration statement to be declared effective under the Securities Act on or prior to the 300^th calendar day following the issue date, and use reasonable best efforts to consummate the exchange offer on or prior to the 60^th calendar day following the date after it is declared effective. If the Company does not comply with the requirements of the Registration Rights Agreement, it may be required to pay additional interest on the Notes.

Concurrent with the Bain Merger, the Company entered into a Senior Secured Credit Agreement (the “Credit Agreement”) with a syndicate of institutional lenders and financial institutions. This agreement provides for financing of $245,000,000 in term loans with a maturity date of February 6, 2013, and of $100,000,000 in revolving credit with a maturity of February 6, 2012, including a letter of credit sub-facility and a swing-line loan sub-facility. As of February 6, 2006, the Company’s borrowings under this agreement consisted of $245,000,000 in term loans and $4,300,000 in revolving credit.

Concurrent with the Bain Merger, the Company used the proceeds from the Notes and Credit Agreement to 1) make payments to former investors of approximately $438 million, 2) refinance debt of approximately $260 million and 3) pay fees and expenses related to the merger of approximately $24 million.

As required by the Credit Agreement, the Company entered into an interest rate swap agreement on February 28, 2006 to provide for interest protection for an initial notional amount of $115,000,000 declining to $10,000,000 at the end of the term. The effective date of the swap agreement is March 31, 2006 and the termination date is March 31, 2011. Under the interest rate swap, the Company receives an interest rate equal to the 3-month LIBOR rate. In exchange, the Company pays a fixed rate of 4.99 percent on the notional amount.

******

F-50

CRC HEALTH CORPORATION

(Formerly Known as CRC Health Group, Inc.)

Supplementary Financial Information

(Unaudited)

	Quarter Ended
	March 31		June 30		September 30		December 31
	(In Thousands)
2005
Net Revenue	$	44,478	$	50,721	$	55,878	$	57,945
Income from Continuing Operations		9,882		12,192		13,795		12,848
Net Income		3,687		3,451		6,010		4,853
2004
Net Revenue	$	38,566	$	40,115	$	42,667	$	44,255
Income from Continuing Operations		8,280		9,477		9,721		9,709
Net Income(1)		2,807		3,605		3,262		1,782

(1) Net income includes net income (loss) from discontinued operations.

******

F-51

CRC HEALTH CORPORATION

Condensed Consolidated Balance Sheets

March 31, 2006 (Successor) (Unaudited) and December 31, 2005 (Predecessor)

(In thousands, except share amounts)

	March 31, 2006		December 31, 2005
	(Successor)		(Predecessor)
ASSETS
CURRENT ASSETS:
Cash	$	1,255	$	5,077
Accounts receivable, net of allowance for doubtful accounts of $5,074 in 2006 and $4,459 in 2005		25,338		23,418
Prepaid expenses		4,888		4,510
Other current assets		1,663		2,832
Income taxes receivable		8,252		—
Deferred income taxes		4,271		4,264
Total current assets		45,667		40,101
PROPERTY AND EQUIPMENT—Net		65,067		49,074
GOODWILL		454,042		265,977
OTHER INTANGIBLE ASSETS—Net		285,560		60,008
OTHER ASSETS		22,550		8,994
TOTAL ASSETS	$	872,886	$	424,154
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,782	$	5,348
Accrued liabilities		15,552		14,400
Income taxes payable		—		3,384
Current portion of long-term debt		2,450		11,550
Other current liabilities		3,546		3,135
Total current liabilities		24,330		37,817
LONG-TERM DEBT—Less current portion		439,622		248,381
OTHER LONG-TERM LIABILITIES		255		469
DEFERRED INCOME TAXES		112,551		9,877
Total liabilities		576,758		296,544
Predecessor Company—Mandatorily redeemable stock—324,731,796 shares authorized; 262,399,056 shares issued and outstanding at December 31, 2005		—		115,625
STOCKHOLDER’S EQUITY:
Predecessor Company—Series A common stock, $0.000001 par value—378,090,843 shares authorized; 8,652,429 shares issued and outstanding at December 31, 2005
Successor Company—Common stock, $0.001 par value—1,000 shares authorized; 1,000 shares issued and outstanding at March 31, 2006
Additional paid-in capital		295,103		215
Retained earnings		1,025		11,770
Total stockholder’s equity		296,128		11,985
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	872,886	$	424,154

See notes to condensed consolidated financial statements.

F-52

CRC HEALTH CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

For the Two Months Ended March 31, 2006 (Successor),

One Month Ended January 31, 2006 (Predecessor) and

Three Months Ended March 31, 2005 (Predecessor)

(In thousands)

	Successor			Predecessor
	Two Months Ended March 31, 2006			One Month Ended January 31, 2006			Three Months Ended March 31, 2005
NET REVENUE:
Net client service revenue	$	37,810		$	19,360		$	44,094
Other revenue		792			490			384
Net revenue		38,602			19,850			44,478
OPERATING EXPENSES:
Salaries and benefits		17,866			9,265			21,606
Supplies and facilities costs		10,522			4,361			10,805
Insurance		428			201			626
Provision for bad debts		837			285			723
Depreciation and amortization		1,459			361			836
Acquisition related costs		—			43,710			—
Total operating expenses		31,112			58,183			34,596
INCOME (LOSS) FROM OPERATIONS		7,490			(38,333	)		9,882
INTEREST EXPENSE		(6,324	)		(2,509	)		(3,489	)
OTHER FINANCING COSTS		—			(10,655	)		—
OTHER INCOME		577			60			8
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES		1,743			(51,437	)		6,401
INCOME TAX EXPENSE (BENEFIT)		718			(12,444	)		2,714
NET INCOME (LOSS)	$	1,025		$	(38,993	)	$	3,687

F-53

CRC HEALTH CORPORATION

Condensed Consolidated Statements of Mandatorily Redeemable Stock and Stockholder’s Equity (Unaudited)

For the Two Months Ended March 31, 2006 (Successor) and One Month Ended January 31, 2006 (Predecessor)

(In thousands, except per share and share amounts)

	Redeemable Convertible Preferred and A-1 Common Stock					Common Stock				Additional Paid-in Capital			Retained Earnings			Total Stockholders Equity
	Shares		Amount			Shares		Amount
BALANCE—December 31, 2005 (Predecessor)	262,399,056		$	115,625		8,652,429		$	—	$	215		$	11,770		$	11,985
Exercise of options						72,968					7						7
Comprehensive income—net income for the one month ended January 31, 2006														(38,993)			(38,993	)
BALANCE—January 31, 2006 (Predecessor)	262,399,056			115,625		8,725,397			—		222			(27,223	)		(27,001	)
Merger with CRCA Merger Corporation:
Repurchase and retirement of CRC Health Group, Inc. preferred and common stock and Series A common stock	(262,399,056	)		(115,625	)	(8,725,397	)				(222	)		27,223			27,001
Issuance of CRC Health Corporation common stock						1,000					294,475						294,475
Stock based compensation											628						628
Comprehensive income—net income for the two months ended March 31, 2006														1,025			1,025
BALANCE—March 31, 2006 (Successor)	—		$	—		1,000		$	—	$	295,103		$	1,025		$	296,128

See notes to condensed consolidated financial statements.

F-54

CRC HEALTH CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Two Months Ended March 31, 2006 (Successor), One Month

Ended January 31, 2006 and Three Months Ended March 31, 2005 (Predecessor)

(In thousands)

	Successor			Predecessor
	Two Months Ended March 31, 2006			One Month Ended January 31, 2006			Three Months Ended March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,025		$	(38,993	)	$	3,687
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		1,459			361			836
Write-off of debt discount		—			3,491			—
Acquisition and financing related costs		—			24,445			—
Noncash interest and other financing costs		535			7,326			377
Provision for bad debts		837			285			723
Stock-based compensation (1)		628			17,666			—
Deferred income taxes		(258	)		—			—
Changes in current assets and liabilities:
Accounts receivable		(1,771	)		(1,271	)		(127	)
Prepaid expenses		(694	)		316			796
Other current assets		1,184			(15	)		1
Income taxes receivable		788			(9,041	)		—
Other assets		36			1,302			49
Accounts payable		24			(2,997	)		(1,410	)
Accrued liabilities		(24,488	)		1,196			(1,398	)
Income taxes payable		0			(3,384	)		1,198
Other current liabilities		1,400			486			56
Other long-term liabilities		45			29			(12	)
Net cash (used in) provided by operating activities		(19,250	)		1,202			4,776
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net		(1,291	)		(316	)		(1,053	)
Payment of purchase price to former shareholders		(429,190	)		—			—
Net cash used in investing activities		(430,481	)		(316	)		(1,053	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Equity contribution from Bain Capital		294,475			—			—
Payment of transaction related costs		(5,354	)		—			—
Proceeds from Term loan		245,000			—			—
Proceeds from senior subordinated notes, net of discount		197,022			—			—
Proceeds from revolving line of credit		4,300			—			—
Stock options exercised		—			7			75
Debt financing costs		(22,105	)		(547	)		0
Repayments of term loans		(203,975	)		—			(1,575	)
Repayments of revolver line of credit		(8,800	)		(5,000	)		—
Repayments of senior notes		(50,000	)		—			—
Repayment of capital lease obligations		—			—			(47	)
Repayments of promissory notes		—			—			(67	)
Net cash provided by (used in) financing activities		450,563			(5,540	)		(1,614	)
NET INCREASE (DECREASE) IN CASH		832			(4,654	)		2,109
CASH—Beginning of period		423			5,077			10,563
CASH—End of period	$	1,255		$	423		$	12,672
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Payable in conjunction with the acquisition of property and equipment	$	312		$	95		$	94
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—Cash paid for:
Interest	$	3,938		$	1,336		$	3,105
Income taxes	$	189		$	—		$	1,501

(1) For the two months ended March 31, 2006 includes SFAS 123R stock-based compensation expense and for the one month ended January 31, 2006 includes stock-based compensation expense related to settlement of outstanding options at the date of the Bain Merger.

See notes to condensed consolidated financial statements.

F-55

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

1. Organization

CRC Health Group, Inc. (“Health Group”) was incorporated as a Delaware corporation on January 31, 2002, for the purpose of holding all of the securities of CRC Health Corporation (“CRC Health”) and eGetgoing, Inc. (“eGetgoing”), each a Delaware corporation that primarily provide chemical dependency treatment services.

On February 6, 2006, investment funds managed by Bain Capital Partners, LLC (“Bain Capital”) acquired CRC Health Group, Inc. for approximately $723 million (see Note 3). This transaction (“Bain Merger”) was structured as a merger in which CRCA Merger Corporation, a Delaware corporation and an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized Delaware holding corporation controlled by Bain Capital, merged with and into Health Group with Health Group remaining as the surviving corporation. CRCA Merger Corporation and CRCA Holdings, Inc. are Delaware corporations. Immediately after the merger, CRC Health Corporation and eGetgoing, Inc. merged with and into Health Group with Health Group as the surviving entity. CRCA Holdings Inc. was renamed to CRC Health Group, Inc. and Health Group was renamed CRC Health Corporation (the “Company”). As a result, the Company is a wholly owned subsidiary of CRC Health Group, Inc.

The Company is headquartered in Cupertino, California and through its wholly owned subsidiaries owns and operates drug and alcohol rehabilitation facilities and clinics specializing in the treatment of chemical dependency and other addiction diseases and behavioral health disorders such as eating disorders. The Company offers services including detoxification, inpatient treatment, day and intensive outpatient programs, aftercare, therapeutic living programs, and opiate treatment programs. The Company delivers its services through their residential treatment facilities and through their outpatient opiate treatment clinics which the Company refers to as its residential and opiate treatment segments. As of March 31, 2006, the Company operates 89 facilities and clinics in 21 states. The Company also provides online chemical dependency treatment available through eGetgoing.

2. Summary of Significant Accounting Policies

Basis of Presentation—The date of the Bain Merger was February 6, 2006, but for accounting purposes and to coincide with its normal financial closing the Company has utilized January 31, 2006, as the effective date of the Bain Merger. As a result, the Company has reported operating results and financial position for all periods presented prior to January 31, 2006 as those of the Predecessor Company and for all periods from and after February 1, 2006 as those of the Successor Company due to the resulting change in the basis of accounting.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The Company’s condensed consolidated financial statements include the accounts of CRC Health Corporation and its consolidated subsidiaries, and, for the periods through January 31, 2006, CRC Health Group, Inc. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2006, and its results of operations and cash flows for one month ended January 31, 2006, and two months ended March 31, 2006, and three months ended March 31, 2005. These unaudited

condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2005.

F-56

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Acquisitions

Bain Merger—On February 6, 2006, investment funds managed by Bain Capital acquired CRC Health Group, Inc. in a merger in which CRCA Merger Corporation, a Delaware corporation and an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized Delaware holding corporation controlled by Bain Capital, merged with and into Health Group with Health Group remaining as the surviving corporation. In connection with the Bain Merger, certain members of management elected to rollover options to exchange, or roll, a portion of their pre-merger equity for an interest in CRCA Holdings, Inc. Immediately after the merger, CRC Health Corporation and eGetgoing, Inc. merged with and into CRC Health Group, Inc. with CRC Health Group, Inc. continuing as the surviving entity. Immediately thereafter, CRCA Holdings Inc. was renamed CRC Health Group, Inc. and the Predecessor Company was renamed CRC Health Corporation. Total cash contributed was approximately $740.8 million (including acquisition and financing transactions related fees and expenses of $27.0 million incurred by Bain Capital). The proceeds were used to repay existing balances on the revolving line of credit of $4.5 million, long term debt of $254.0 million, accrued interest of $1.4 million and acquisition and financing related expense of $24.4 million incurred by the Company that were expensed in the Predecessor Company financial statements and are included in acquisition related costs. The proceeds were also used to pay $0.3 million of management fees per the Bain Merger agreement (see Note 13) which was recorded in the two months ended March 31, 2006 condensed consolidated statement of operations. In addition as part of the transactions, the Company’s former stockholders, including mandatorily redeemable common and preferred stockholders, were paid $429.2 million as per the merger agreement.

The aggregate purchase price of $722.9 million plus expenses of $27 million incurred by Bain Capital was financed with the new senior secured credit facility of $245 million, the issuance of senior subordinated notes of $197 million (net of $3 million initial notes discount), a borrowing under new revolving credit facility of $4.3 million, cash equity investments by funds associated with Bain Capital of $294.5 million and rollover equity investments by certain members of the Company’s management of $9.1 million.

The purchase consideration was fixed at the date of the acquisition and there were no adjustments that would result in change in the overall purchase price.

As a result of the acquisition, Bain Capital Partners, LLC and associated funds received unilateral control of the Company. As a result, the acquisition was accounted for as a complete change in accounting basis in a successor company (CRC Health Corporation). Equity rollover of $9.1 million from certain members of the Company’s management was recorded at the stockholder’s predecessor basis, which is zero for accounting purposes, in accordance with Financial Accounting Standards Board Emerging Issues Task Force (“EITF”) Issue No. 88-16 Basis in Leveraged Buyout Transactions.

The acquisition was accounted for as a purchase in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141 Business Combinations. Under the purchase accounting, the purchase consideration

F-57

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

was allocated to the assets and liabilities based on their relative fair values. The consideration remaining was allocated to the Company’s intangibles with finite lives and is being amortized over that life, as well as to goodwill and identifiable intangibles with indefinite lives, which will be evaluated, at least, on an annual basis to determine impairment and adjusted accordingly.

A summary of the acquisition is as follows (in thousands):

Total purchase price	$	722,856
Less—management rollover equity (zero basis)		(9,075	)
Add—Total costs incurred by Bain Capital (1)		27,015
Total cash contributed	$	740,796

(1) Total costs incurred by Bain Capital include acquisition related expenses of $5.4 million, that were included as part of the purchase price and financing related costs of $21.7 million, that were capitalized on the successor balance sheet. These fees and expenses were primarily comprised of accounting and professional fees, financial advisory and investment banking fees and fees paid to other service providers.

Allocation of the aggregate purchase price to the assets and liabilities based on fair value as determined by independent valuation is as follows (in thousands):

Cash		$	423
Accounts receivable—net			24,404
Prepaid expenses			4,492
Other current assets			16,152
Property and equipment			64,241
Other assets and capitalized financing costs			22,626
Goodwill			453,947
Other intangible assets:
Government, including Medicaid contracts	35,600
Managed care contracts	14,400
Covenants not to compete	161
Registration rights	200
Core developed technology	2,475
Certificates of need	44,600
Licenses	25,200
Trademark and tradename	163,700
Total other intangible assets			286,336
Other liabilities assumed			(19,023	)
Deferred income tax liabilities			(112,802	)
Total purchase price		$	740,796

F-58

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Pro-forma Information—The pro-forma financial information presented below sets forth the Company’s historical statements of operations for the periods indicated and gives effect to the Bain Merger as if it took place at the beginning of each period presented below. Such information is presented for comparative purposes only and is not intended to represent what the Company’s results of operations (in thousands) would actually have been had these transactions occurred at the beginning of each period presented.

	Three Months Ended
	March 31, 2006(1)			March 31, 2005
	(Successor)			(Predecessor)
Net revenue	$	58,452		$	44,478
Loss from operations before income taxes	$	(51,113	)	$	(1,726	)
Net loss	$	(38,805	)	$	(1,108	)

(1) The predecessor statement of operations for the one month ended January 31, 2006, includes certain material nonrecurring charges that are directly attributable to the Transactions and such charges were not excluded from the three months ended March 31, 2006 pro forma information. The charges and their related tax effects are as follows.

Stock option-based compensation expense related to the settlement of stock options	$	17,666
Fees to financial advisors		9,635
Fees to former lead investors		9,437
Management bonuses and related payroll taxes		3,530
Legal, accounting and other professional fees		3,442
Capitalized financing costs written-off		7,164
Unamortized debt discount		3,491
Income tax benefit(i)		(13,058	)
Total nonrecurring items, net of tax	$	41,307

(i) Income tax benefit at 41% tax rate is as follows:

	Pre-tax amount		Tax effect
Compensation expense related to stock option exercises	$	17,666	$	7,243
Management bonuses and related payroll taxes		3,530		1,447
Capitalized financing costs written-off		7,164		2,937
Unamortized debt discount		3,491		1,431
Total income tax benefit			$	13,058

F-59

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

4. Balance Sheet Components

Balance sheet components at March 31, 2006 and December 31, 2005 consist of the following (in thousands):

	March 31, 2006			December 31, 2005
	(Successor)			(Predecessor)
Other assets:
Capitalized financing costs—net	$	21,620		$	8,248
Deposits		272			246
Note receivable and accrued interest		658			500
Total other assets	$	22,550		$	8,994
Accrued liabilities:
Accrued payroll and related expenses	$	4,742		$	6,009
Accrued vacation		3,053			2,841
Accrued interest		3,225			363
Accrued expenses		4,532			5,187
Total accrued liabilities	$	15,552		$	14,400
Accounts receivable:
Accounts receivable	$	29,497		$	27,092
Unbilled client service fees		915			785
		30,412			27,877
Less allowance for doubtful accounts		(5,074	)		(4,459	)
Accounts receivable—net	$	25,338		$	23,418

The following schedule reflects activity associated with the Company’s allowance for doubtful accounts for the three months ended March 31, 2006 and the year ended December 31, 2005 (in thousands):

	March 31, 2006			December 31, 2005
	(Successor)			(Predecessor)
Allowance for Doubtful Accounts
Balance—beginning of the period	$	4,459		$	3,519
Provision for bad debts		1,122			3,041
Write-off of uncollectible accounts		(507	)		(2,101	)
Balance—end of the period	$	5,074		$	4,459

F-60

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

5. Property and Equipment

Property and equipment at March 31, 2006 and December 31, 2005 consists of the following (in thousands):

	March 31, 2006			December 31, 2005
	(Successor)			(Predecessor)
Land	$	16,709		$	3,826
Building and improvements		35,634			36,002
Leasehold improvements		2,441			4,649
Furniture and fixtures		2,645			5,742
Computer equipment		1,908			4,165
Computer software		408			1,314
Motor vehicles		929			1,580
Construction in progress		5,075			3,568
		65,749			60,846
Less accumulated depreciation		(682	)		(11,772	)
Property and equipment—net	$	65,067		$	49,074

Depreciation expense was $682,182 for the two months ended March 31, 2006, $344,473 for one month ended January 31, 2006, and $783,204 for the three months ended March 31, 2005.

In connection with the Bain Merger (see Note 3), the fair value of the Company’s property and equipment were determined based on appraisals performed by independent valuation specialists and other relevant information resulting in a $15,512,000 increase in the value of property and equipment.

6. Goodwill and Other Intangibles

Changes to goodwill for the three months ended March 31, 2006 are as follows (in thousands):

Goodwill—December 31, 2005 (Predecessor)	$	265,977
Elimination of Predecessor Company goodwill		(265,977	)
Goodwill addition (Bain Merger)		453,947
Goodwill adjustments		95
Goodwill—March 31, 2006 (Successor)	$	454,042

The goodwill adjustments are for acquisitions made in prior fiscal year and relate primarily to revisions of acquisition-related costs that resulted in net additions to goodwill. These additions resulted from adjusting original estimates to the actual costs incurred.

F-61

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Other intangible assets at March 31, 2006 and December 31, 2005 consist of the following (in thousands):

	Amortization Lives	March 31, 2006			December 31, 2005
		(Successor)			(Predecessor)
Other intangible assets subject to amortization:
Government, including Medicaid contracts	15 to 30 years	$	35,600		$	4,090
Managed care contracts	10 years		14,400
Covenants not to compete	3 years		161			200
Registration rights	2 years		200			200
Core developed technology	5 years		2,475			2,500
Less: accumulated amortization			(776	)		(688	)
Total other intangible assets subject to amortization			52,060			6,302
Other intangible assets not subject to amortization:
Certificates of need			44,600			18,006
Licenses			25,200			12,300
Trademark and tradename			163,700			23,400
Total other intangible assets not subject to amortization			233,500			53,706
Total		$	285,560		$	60,008

Amortization expense of other intangible assets subject to amortization was $776,668 for the two months ended March 31, 2006, $16,917 for one month ending January 31, 2006, and $52,527 for the three months ended March 31, 2005. Estimated future amortization expense related to the amortizable intangible assets at March 31, 2006 is as follows (in thousands):

Fiscal Year:
April to December 2006	$	3,400
2007		4,500
2008		4,358
2009		4,333
2010		4,218
Thereafter		31,251
Total	$	52,060

7. Income Taxes

The Company determines income tax expense for interim periods by applying the use of the full year’s estimated effective tax rate in financial statements for interim periods.

The income tax expense for the two months ended March 31, 2006 was $0.7 million, reflecting an effective tax rate of 41.2%. The income tax benefit for the one month ended January 31, 2006 was $12.4 million, reflecting an effective tax benefit rate 24.2%. A tax benefit for the one month ended January 31, 2006 was recorded because the Company has sufficient taxable income in 2004 and 2005 to carryback the current quarter losses and refund the taxes paid in prior years. The provision for income taxes for the three months ended

F-62

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

March 31, 2005 was $2.7 million or 42.4% effective tax rate. The change in the effective tax rates between the periods is primarily a result of merger-related transaction costs that are non-deductible for income tax purposes.

8. Long-term Debt

Long-term debt at March 31, 2006 and December 31, 2005 consists of the following (in thousands):

	March 31, 2006			December 31, 2005
	(Successor)			(Predecessor)
Term loans:
2006 borrowing arrangements	$	245,000		$	—
2005 borrowing arrangements		—			203,975
Total term loans		245,000			203,975
Revolving line of credit		—			9,500
Senior subordinated notes:
2006 notes, net of discount of $2,928		197,072			—
2003 Sub agreement, net of discount of $3,544		—			46,456
Total senior subordinated notes		197,072			46,456
Total long-term debt		442,072			259,931
Less current portion		(2,450	)		(11,550	)
Long-term debt—less current portion	$	439,622		$	248,381

Term Loans

2006 Borrowing Arrangements—Concurrent with the Bain Merger, the Company entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of institutional lenders and financial institutions. The Credit Agreement provides for financing of $245 million in term loans and $100 million of revolving credit.

Revolving Line of Credit (“Revolver”)—Maximum borrowings not to exceed $100,000,000. Interest is currently available at London InterBank Offered Rate (“LIBOR”) plus 2.50% or monthly at Base Rate (defined as the higher of a) the prime rate or b) the overnight federal funds rate plus 50 basis points) plus 1.50%. Principal is payable at the Company’s discretion based on available operating cash balances. The revolving credit commitment expires on February 6, 2012. At March 31, 2006, there was no balance outstanding under the revolving line of credit. From time to time the Revolver may include one or more swing line loans at the above Base Rate or one or more Letters of Credit (“LCs”). At March 31, 2006, there was no outstanding balance on the swing line loans. LCs outstanding at March 31, 2006, were $2,218,256 with interest payable quarterly at 2.50%. The LCs secure various liability and workers’ compensation policies in place for the Company and its subsidiaries.

Term Loan—Aggregate commitment of $245,000,000 matures on February 6, 2013. The term loan is payable in quarterly principal installments beginning on June 30, 2006 of $612,500 per quarter through December 31, 2012, and the remainder on February 6, 2013. Interest is payable quarterly at 90 day LIBOR plus 2.25% (7.23% at March 31, 2006). The principal balance outstanding at March 31, 2006 was $245,000,000.

F-63

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Repayments of Loans and Notes—In connection with the 2006 borrowing arrangements the full amount of the 2005 term loans and 2003 senior subordinated notes were repaid in 2006. The unamortized capitalized debt issuance costs associated with the 2005 revolving line of credit, term loans and 2003 senior subordinated notes of $7,164,000 was charged to income in the 2006 Predecessor Statement of Operations and is included in other financing costs.

Senior Subordinated Notes

2006 Notes—Concurrent with the Bain Merger, the Company issued $200,000,000 aggregate principal amount of 10-3/4% Senior Subordinated Notes (the “Notes”) due February 1, 2016 (see Note 3). Interest is payable semiannually beginning August 1, 2006. The notes were issued at a discount price of 98.511%. The Company may redeem some or all of the notes on or prior to February 1, 2011, at a redemption price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium or at the redemption prices set forth in the offering memorandum. The Company may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds of one or more equity offerings completed before February 1, 2009. If there is a change in control, the Company must offer to repurchase the notes. The notes are subordinated to all of the Company’s existing and future senior indebtedness, rank equally with all of the Company’s existing and future senior subordinated indebtedness and rank senior to all of the Company’s existing and future subordinated indebtedness. The notes are guaranteed on an unsecured senior subordinated basis by all of the Company’s subsidiaries.

Sub Agreement—In connection with the 2006 borrowing arrangements the full amount of the 2003 subordinated notes were repaid and the unamortized debt discount of $3,491,065 was charged to income in the 2006 Predecessor Statement of Operations and is included in other financing costs.

Under the Credit Agreement and the Senior Subordinated Notes, the Company must comply with certain restrictive financial covenants that limit the amount of capital expenditures the Company may make on an annual basis and require the Company to maintain certain levels of liquidity, debt to income ratios and interest coverage ratios. Borrowings under the revolving line of credit and term loans are collateralized by all of the existing and acquired personal property and other assets of the Company and its subsidiaries. The Company was in compliance with all such covenants as of March 31, 2006.

9. Interest Rate Swap

On June 1, 2005, as provided for in the Company’s Restated Credit Agreement, the Company entered into an Interest Rate Swap Agreement to provide for interest rate protection for an aggregate notional amount of $100,000,000 of the principal amount of the outstanding Term Loan. This Agreement had a maturity date of June 30, 2008. The Interest Rate Swap Agreement was accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under the interest rate swap, the Company received an interest rate equal to the 3-month LIBOR rate. In exchange, the Company paid fixed rate of 4.05% on the $100,000,000. This swap was not designated as a hedge under SFAS No. 133. On a monthly basis, the Company revalued the interest rate swap and recorded the month-to-month change in other income. The fair value of the interest rate swap in other current assets was $1,698,000 and $1,642,675 as of January 31, 2006 and December 31, 2005, respectively. In connection with the repayment of all outstanding amounts under the Restated Credit Agreement (see Note 8), the interest rate swap was terminated.

F-64

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

On February 28, 2006, as provided for in the Company’s Credit Agreement, the Company entered into an Interest Rate Swap Agreement to provide for interest rate protection for an aggregate notional amount of $115,000,000 of the principal amount of the outstanding Funded Indebtedness (consisting of amounts outstanding under the Term Loan, excluding the Revolving Credit Facility, and the Senior Subordinated Notes). The effective date of the agreement is March 31, 2006 and has a maturity date of March 31, 2011. The Interest Rate Swap Agreement is accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under the interest rate swap, the Company receives an interest rate equal to the 3-month LIBOR rate. In exchange, the Company pays a fixed rate of 4.99% on the $115,000,000. The notional amount will decline over the period of the swap. This swap has not been designated as a hedge under SFAS No. 133. On a monthly basis, the Company revalues the interest rate swap and records the month-to-month change in other income. The fair value of the interest rate swap was $567,319 and is recorded in other current assets as of March 31, 2006.

10. Commitments and Contingencies

Litigation—The Company is involved in litigation and regulatory investigations arising in the course of business. After consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Company’s future financial position or results from operations and cash flows.

11. Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 1,000 shares of $0.001 par value common stock.

Voting—Each share of common stock is entitled, on all matters submitted for a vote or the consent of the holders of shares of common stock, to one vote.

12. Stock-based Compensation Expense

Adoption of New Accounting Policy

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards, including employee stock options, based on estimated fair values. SFAS 123(R) supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and related Interpretations, as permitted by SFAS 123, Accounting for Stock Based Compensation. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R) and the Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R). The Company adopted SFAS 123(R) using the prospective transition method, which requires the application of the accounting standard to awards granted, modified, or settled after the date of adoption. Results for prior periods have not been restated and the pro forma disclosures of compensation cost under the original provisions of SFAS 123 will no longer be provided.

The Company’s consolidated financial statements as of and for the two months ended March 31, 2006 reflect the effect of SFAS 123(R). Stock-based compensation expense recognized under SFAS 123(R) for the

F-65

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

two months ended March 31, 2006 was $628,499 which was related to employee stock options granted by the Company subsequent to the date of adoption. There was no stock-based compensation expense recognized in the two months ended March 31, 2006 and one month ended January 31, 2006 Statements of Operations related to the options outstanding prior to the date of adoption of SFAS 123R. Stock-based compensation expense of $17.7 million and tax benefit of $7.3 million were recognized in the 2006 Predecessor condensed consolidated statement of operations and is included in acquisition related costs. The expense is related to the settlement of all outstanding options at the date of merger, except 8.9 million options rolled over to the Successor Company at the Predecessor cost basis in accordance with EITF 88-16.

No stock-based compensation expense was recognized in the condensed consolidated financial statements for the three months ended March 31, 2005, as all options granted under the prior stock plans had an exercise price equal to the market value of the underlying stock on the date of grant.

SFAS 123(R) requires to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the consolidated statement of operations. The Company attributes the fair value of stock-based compensation to expense on a straight-line, single option method. As stock-based compensation expense recognized in the consolidated statement of operations for the two months ended March 31, 2006, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated pre-vesting forfeiture rate at March 31, 2006 is 5% per year. The Company previously accounted for forfeitures as they occurred under the provisions of SFAS 123. During the quarter ended March 31, 2006, the Company granted 467,738 units which are exercisable into 4,209,643 shares of Class A common stock and 467,738 shares of Class L common stock with an estimated total grant-date fair value of $25 million.

Prior to the adoption of Statement 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the statement of cash flows. Statement 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options to be classified as financing cash flows. The total income tax benefit recognized in the condensed consolidated statement of operations for stock-based compensation expense was $257,685 for the two months ended March 31, 2006.

Stock Option Plans

2006 Executive Incentive Plan and 2006 Management Incentive Plan

On February 6, 2006, the Company’s parent company (CRC Health Group, Inc. the “Group”) adopted the 2006 Executive Incentive Plan and 2006 Management Incentive Plan, or the Executive Plan and the Management Plan, or Plans. The Plans provide for the granting of stock options to the Company’s key employees, directors, consultants and advisors. Options granted under the Plans may be either incentive stock options or non-incentive stock options. Options granted under the plans represent units. One unit consists of 9 shares of class A and 1 share of class L common stock of the Group.

Options under the Plans may be granted for periods of up to 10 years at an exercise price generally not less than fair market value of the shares subject to the award, determined as of the award date. In case the incentive

F-66

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

stock options are granted to a 10% shareholder, an exercise price shall not be less than 110% of the fair market value of the shares subject to the award at the grant date.

Options granted under the Executive Plan vest in three tranches as follows: tranche 1 options vest and become exercisable at the rate of 20% in one year from the date of grant and 10% on each six-month thereafter or, if earlier, 100% on a change of control; tranche 2 options vest upon achievement of performance condition and market condition, as defined in the Executive Plan; tranche 3 options vest over a five year period upon achievement of performance conditions, as defined in the Executive Plan.

Options granted under the Management Plan vest over 5 years as follows: 20% in one year from the date of grant and 10% on each six-month thereafter or, if earlier, 100% on a change of control, as defined in the Management Plan.

A maximum of 5,374,051 shares of Class A common stock and 597,117 shares of Class L common stock may be granted under the Plans.

Additional fully vested options under the Executive Plan to purchase 1,005,501 shares of Class A common stock and 111,723 shares of Class L common stock were issued in connection with rolled over options, as discussed above.

The current period stock-based compensation recognized is based on the amortization of the fair value of stock options as determined on their date of grant using a Black-Scholes option valuation model for Management grants and tranches 1 and 3 of Executive grants. The Company used the Monte Carlo simulation approach to a Binominal model to determine fair value of tranche 2 of our Executive grants. The estimate of fair value of our granted awards is based upon certain assumptions including probability of achievement of performance conditions and market conditions in our Executive awards, stock price volatility, risk-free interest rate, dividend yield, expected term in years and forfeiture rate.

The Company made the following assumptions in our use of the above models:

• Annual EBITDA (earnings before interest, tax, depreciation, and amortization) targets would be achieved each year as defined in the stock option plan.

• Stock price was simulated over a ten year period using a binomial pricing model. Expected volatility of 57% was utilized and was based on historical volatility of comparable public companies for periods corresponding to expected term of the plans.

• The Company utilized the yield on a constant maturity U.S, Treasury security with a term equal to the expected term of the option as the risk-free rate in the models.

• No dividend would be paid over the option term.

• For the Management plan and tranches 1 and 3 of the Executive plan, we used an expected vesting term of five years; and for tranche 2 of the Executive plan, we used an expected vesting term of five and one-half years based on Monte Carlo simulation.

• Forfeiture rate is 5% each year over the effective vesting period.

SFAS 123(R) did not change the accounting guidance for share-based payment transactions with parties other than employees and accordingly the Company continues to account for stock options issued to

F-67

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

non-employees in accordance with the provisions of SFAS 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services.

Activity under the Executive and Management Plan is set forth below:

	Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)
Predecessor
Outstanding at January 1, 2006	26,340,194		$	0.11	7.93
Exercised (January 1—January 31, 2006)	(72,968	)		0.11	7.93
Outstanding at January 31, 2006	26,267,226			0.11	7.92
Cancellation of the options per Bain Merger	(17,358,062	)		0.11
Options rollover to new vested options per Bain Merger	(8,909,164	)		0.11
Options outstanding under the pre Bain Merger Plan	—			—	—
Successor
Rollover options converted into vested options under the new plan	1,117,223			0.88	—
Granted per the 2006 stock option plan	4,677,381			9.00	9.85
Exercised (February 1—March 31, 2006)	—			—	—
Forfeited/cancelled/expired	(17,914	)		9.00	—
Outstanding at March 31, 2006	5,776,690		$	7.43	9.85

13. Related Party Transactions

In connection with the Bain Merger, our investors, Bain Capital and the Company’s management have entered into a stockholders agreement. The stockholders agreement contains agreements among the parties with respect to the election of our directors and the directors of our direct and indirect parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions), registration rights (including customary indemnification provisions) and call options. Three of our directors hold the position of managing director or principal with Bain Capital Partners, LLC.

Upon the consummation of the Bain Merger, the Company entered into a management agreement with an affiliate of Bain Capital Partners, LLC pursuant to which such entity or its affiliates will provide management services. Pursuant to such agreement, an affiliate of Bain Capital Partners, LLC will receive an aggregate annual management fee of $2.0 million, and reimbursement for out-of-pocket expenses incurred in connection with the Bain Merger prior to the closing of the Bain Merger and in connection with the provision of services pursuant to the agreement. In addition, pursuant to such agreement, an affiliate of Bain Capital Partners, LLC also received aggregate transaction fees of approximately $7.2 million in connection with services provided by such entity related to the Bain Merger. The management agreement has a five year, evergreen term, however, in certain circumstances, such as an initial public offering or change of control, the Company may terminate the

F-68

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

management agreement and buy out their remaining obligations under the agreement to Bain Capital Partners, LLC and affiliates. In addition, the management agreement provides that an affiliate of Bain Capital Partners, LLC may receive fees in connection with certain subsequent financing and acquisition transactions. The management agreement includes customary indemnification provisions in favor of Bain Capital Partners, LLC and its affiliates. The Company under this agreement paid management fees of $297,753 during the two months ended March 31, 2006, which is included in supplies and facilities costs.

In addition, under a separate management agreement with two of the former stockholders of the Company, the Company paid management fees of $109,589 during the one month ended January 31, 2006 and $330,000 during the three months ended March 31, 2005, which is included in supplies and facilities costs. This agreement was terminated as part of the Bain Merger.

In connection with the closing of the Bain Merger on February 6, 2006, and pursuant to a rollover and subscription agreement, certain members of the Company’s management converted options to purchase stock of the Predecessor Company into options to purchase stock of the Group with an aggregate value of $9.1 million.

14. Condensed Consolidating Financial Information

As of March 31, 2006, the Company had outstanding $200 million aggregate principal amount of 10-3/4% senior subordinated notes due 2016. These senior subordinated notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis by all of the Company’s subsidiaries.

The following supplemental tables present condensed consolidating balance sheets for the Company and its subsidiary guarantors as of March 31, 2006 and December 31, 2005, and the condensed consolidating statements of operations and cash flows for the two months ended March 31, 2006 (Successor Company), one month ended January 31, 2006 (Predecessor Company), and the three months ended March 31, 2005 (Predecessor Company).

F-69

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Balance Sheet

As of March 31, 2006 (Successor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	—		$	1,255	$	—		$	1,255
Accounts receivable, net of allowance		3			25,335					25,338
Prepaid expenses		3,748			1,140					4,888
Other current assets		631			1,032					1,663
Income taxes receivable		8,252								8,252
Deferred income taxes		4,271								4,271
Total current assets		16,905			28,762					45,667
PROPERTY, PLANT, AND EQUIPMENT—Net		2,830			62,237					65,067
GOODWILL		187,970			266,072					454,042
OTHER INTANGIBLE ASSETS—Net		200			285,360					285,560
OTHER ASSETS		21,704			846					22,550
INVESTMENT IN SUBSIDIARIES—AT COST		259,800					(259,800	)
TOTAL ASSETS	$	489,409		$	643,277	$	(259,800	)	$	872,886
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,782		$	—	$	—		$	2,782
Accrued liabilities		6,662			8,890					15,552
Current portion of long-term debt		2,450								2,450
Other current liabilities		79			3,467					3,546
Total current liabilities		11,973			12,357					24,330
LONG TERM DEBT—Less current portion		439,622								439,622
OTHER LONG-TERM LIABILITIES		15			240					255
DEFERRED INCOME TAXES		112,551								112,551
Total liabilities		564,161			12,597					576,758
STOCKHOLDER’S EQUITY:
Common stock
Additional paid-in capital(1)		(73,350	)		628,253		(259,800	)		295,103
Retained earnings (accumulated deficit)		(1,402	)		2,427					1,025
Total stockholder’s equity		(74,752	)		630,680		(259,800	)		296,128
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	489,409		$	643,277	$	(259,800	)	$	872,886

(1) Includes Intercompany balances

F-70

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Balance Sheet

As of December 31, 2005 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	4,946		$	131	$	—		$	5,077
Accounts receivable, net of allowance		3			23,415					23,418
Prepaid expenses		4,001			509					4,510
Other current assets		2,743			89					2,832
Deferred income taxes		4,264								4,264
Total current assets		15,957			24,144					40,101
PROPERTY, PLANT, AND EQUIPMENT—Net		2,819			46,255					49,074
GOODWILL		1,015			264,962					265,977
OTHER INTANGIBLE ASSETS—Net		200			59,808					60,008
OTHER ASSETS		8,889			105					8,994
INVESTMENT IN SUBSIDIARIES—At Cost		219,531					(219,531	)
TOTAL ASSETS	$	248,411		$	395,274	$	(219,531	)	$	424,154
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,348		$	—	$	—		$	5,348
Accrued liabilities		8,776			5,624					14,400
Income taxes payable		3,384								3,384
Current portion of long-term debt		11,550								11,550
Other current liabilities		1			3,134					3,135
Total current liabilities		29,059			8,758					37,817
LONG TERM DEBT—Less current portion		248,381								248,381
OTHER LONG-TERM LIABILITIES		100			369					469
DEFERRED INCOME TAXES		9,877			0					9,877
Total liabilities		287,417			9,127					296,544
MANDATORILY REDEEMABLE STOCK		115,625								115,625
STOCKHOLDER’S EQUITY:
Series A common stock
Additional paid-in capital(1)		(115,090	)		334,836		(219,531	)		215
Retained earnings (accumulated deficit)		(39,541	)		51,311					11,770
Total stockholder’s equity		(154,631	)		386,147		(219,531	)		11,985
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	248,411		$	395,274	$	(219,531	)	$	424,154

(1) Includes Intercompany balances

F-71

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Operations

For the Two Months Ended March 31, 2006 (Successor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
REVENUE:
Net client service revenue	$	7		$	37,803	$	—		$	37,810
Other revenue		2			790					792
Management fee revenue		6,425					(6,425	)
Net revenue		6,434			38,593		(6,425	)		38,602
OPERATING EXPENSES:
Salaries and benefits		1,239			16,627					17,866
Supplies and facilities cost		1,690			8,832					10,522
Insurance		49			379					428
Provision for bad debts		11			826					837
Depreciation and amortization		76			1,383					1,459
Acquisition related costs
Management fee expense					6,425		(6,425	)
Total operating expenses		3,065			34,472		(6,425	)		31,112
INCOME FROM OPERATIONS		3,369			4,121		—			7,490
INTEREST EXPENSE		(6,324	)							(6,324	)
OTHER INCOME		571			6					577
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES		(2,384	)		4,127		—			1,743
INCOME TAX EXPENSE		(982	)		1,700					718
NET INCOME (LOSS)	$	(1,402	)	$	2,427	$	—		$	1,025

F-72

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Operations

For the One Month Ended January 31, 2006 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors		Eliminations			Consolidated
REVENUE:
Net client service revenue	$	5		$	19,355	$	—		$	19,360
Other revenue		1			489					490
Management fee revenue		1,110					(1,110	)
Net revenue		1,116			19,844		(1,110	)		19,850
OPERATING EXPENSES:
Salaries and benefits		666			8,599					9,265
Supplies and facilities cost		311			4,050					4,361
Insurance		13			188					201
Provision for bad debts		0			285					285
Depreciation and amortization		40			321					361
Acquisition related costs		43,710								43,710
Management fee expense					1,110		(1,110	)
Total operating expenses		44,740			14,553		(1,110	)		58,183
INCOME (LOSS) FROM OPERATIONS		(43,624	)		5,291		—			(38,333	)
INTEREST EXPENSE		(2,509	)							(2,509	)
OTHER FINANCING COSTS		(10,655	)							(10,655	)
OTHER INCOME		59			1					60
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES		(56,729	)		5,292					(51,437	)
INCOME TAX BENEFIT		(13,723	)		1,279					(12,444	)
NET INCOME (LOSS)	$	(43,006	)	$	4,013	$	—		$	(38,993	)

F-73

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Operations

For the Three Months Ended March 31, 2005 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations			Consolidated
REVENUE:
Net client service revenue	$	5		$	44,089		$	—		$	44,094
Other revenue		4			380						384
Management fee revenue		542						(542	)
Net revenue		551			44,469			(542	)		44,478
OPERATING EXPENSES:
Salaries and benefits		1,735			19,871						21,606
Supplies and facilities cost		1,161			9,644						10,805
Insurance		1			625						626
Provision for bad debts					723						723
Depreciation and amortization		147			689						836
Acquisition related costs
Management fee expense					542			(542	)
Total operating expenses		3,044			32,094			(542	)		34,596
INCOME (LOSS) FROM OPERATIONS		(2,493	)		12,375						9,882
INTEREST EXPENSE		(3,486	)		(3	)					(3,489	)
OTHER INCOME		7			1						8
INCOME FROM OPERATIONS BEFORE INCOME TAXES		(5,972	)		12,373			—			6,401
INCOME TAX EXPENSE		(2,532	)		5,246						2,714
NET INCOME	$	(3,440	)	$	7,127		$	—		$	3,687

F-74

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Cash Flows

For the Two Months Ended March 31, 2006 (Successor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(23,151	)	$	3,901		$	—	$	(19,250	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property and equipment, net		(95	)		(1,196	)				(1,291	)
Payment of purchase price to former shareholders		(429,190	)							(429,190	)
Net cash provided used in investing activities		(429,285	)		(1,196	)		—		(430,481	)
CASH FLOWS FROM FINANCING ACTIVITIES
Equity contribution from Bain Capital		294,475								294,475
Payment of transaction related costs		(5,354	)							(5,354	)
Proceeds from term loans		245,000								245,000
Proceeds from senior subordinated notes, net of discount		197,022								197,022
Proceeds from revolving line of credit		4,300								4,300
Intercompany transfers		1,873			(1,873	)
Debt financing costs		(22,105	)							(22,105	)
Repayments of term loans		(203,975	)							(203,975	)
Repayments of revolving line of credit		(8,800	)							(8,800	)
Repayments of senior notes		(50,000	)							(50,000	)
Net cash provided by/ (used in) financing activities		452,436			(1,873	)				450,563
INCREASE IN CASH	$	—		$	832		$	—	$	832
CASH-Beginning of period		—			423			—		423
CASH-End of period	$	—		$	1,255		$	—	$	1,255

F-75

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Cash Flows

For the One Month Ended January 31, 2006 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(3,564	)	$	4,766		$	—	$	1,202
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property and equipment, net		(30	)		(286	)				(316	)
Net cash used in investing activities		(30	)		(286	)		—		(316	)
CASH FLOWS FROM FINANCING ACTIVITIES
Intercompany transfers		6,188			(6,188	)
Stock options exercised		7								7
Debt financing costs		(547	)							(547	)
Repayments of revolver line of credit		(5,000	)							(5,000	)
Net cash provided by/ (used in) financing activities		648			(6,188	)		—		(5,540	)
DECREASE IN CASH		(2,946	)		(1,708	)		—		(4,654	)
CASH-Beginning of period		2,946			2,131			—		5,077
CASH-End of period	$	—		$	423		$	—	$	423

F-76

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 2005 (Predecessor)

(In thousands)

	CRC Health Corporation			Subsidiary Guarantors			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(11,823	)	$	16,599		$	—	$	4,776
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property and equipment, net		(107	)		(946	)				(1,053	)
Net cash used in investing activities		(107	)		(946	)		—		(1,053	)
CASH FLOWS FROM FINANCING ACTIVITIES
Intercompany transfers		3,797			(3,797	)
Stock options exercised		75								75
Repayments of term loans		(1,575	)							(1,575	)
Repayments of capital lease obligations					(47	)				(47	)
Repayments of promissory notes		(67	)							(67	)
Net cash provided by/ (used in) financing activities		2,230			(3,844	)		—		(1,614	)
INCREASE/(DECREASE) IN CASH		(9,700	)		11,809			—		2,109
CASH—Beginning of period		9,700			863			—		10,563
CASH—End of period	$	—		$	12,672		$	—	$	12,672

15. Segment Information

In accordance with the criteria of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company has determined that it operates two reportable segments: (1) Residential Treatment Services (“Residential”) and (2) Opiate Treatment Services (“Opiate”). The Company has aggregated operations into two reportable segments based on the characteristics of the services provided. The reportable segments have not changed as a result of the consummation of the Bain Merger.

Residential—The Residential segment specializes in the treatment of chemical dependency and other behavioral health disorders both on an inpatient, residential basis and on an outpatient basis. Services offered in this segment include: inpatient/residential care, partial/day treatment, intensive outpatient groups, therapeutic living/half-way house environments, aftercare centers, and detoxification. As of March 31, 2006, the Residential segment provides substance abuse and behavioral health services to patients at 39 facilities in 10 states.

Opiate—The Opiate segment provides strictly monitored medication, combined with psychosocial rehabilitation services on an outpatient basis to aid in the treatment of opiate and narcotic addictions. As of March 31, 2006, the Opiate segment provides medication and counseling services at 50 facilities in 17 states.

F-77

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

Corporate/Other—In addition, to the two reportable segments as described above, the Company has activities classified as Corporate/Other which represent revenue and expenses associated with eGetgoing, an online internet startup, and certain corporate-level operating general and administrative costs (i.e., expenses associated with the corporate offices in Cupertino, California, which provides management, financial, human resources, and information system support) that are not allocated to the segments.

Selected segment financial information for the Company’s reportable segments were as follows (in thousands):

	Two Months Ended March 31, 2006			One Month Ended January 31, 2006			Three Months Ended March 31, 2005
Net revenue:
Residential	$	24,106		$	12,693		$	24,192
Opiate		14,393			7,125			20,277
Corporate/other		103			32			9
Total	$	38,602		$	19,850		$	44,478
Operating expenses:
Residential	$	18,381		$	9,113		$	18,701
Opiate		9,727			4,447			12,974
Corporate/other		3,004			44,623			2,921
Total	$	31,112		$	58,183		$	34,596
Income from operations:
Residential	$	5,725		$	3,580		$	5,491
Opiate		4,666			2,678			7,303
Corporate/other		(2,901	)		(44,591	)		(2,912	)
Total	$	7,490		$	(38,333	)	$	9,882
Capital expenditures:
Residential	$	858		$	336		$	684
Opiate		577			45			356
Corporate/other		168			30			107
Total	$	1,603		$	411		$	1,147

F-78

CRC HEALTH CORPORATION

Notes to Condensed Consolidated Financial Statements—(Continued)

As of March 31, 2006 (Successor) and December 31, 2005 (Predecessor) and

For the Two Months Ended March 31, 2006 (Successor), the One Month Ended

January 31, 2006 (Predecessor) and the Three Months Ended March 31, 2005 (Predecessor)

	March 31, 2006		December 31, 2005
	(Successor)		(Predecessor)
Total assets:
Residential	$	405,799	$	248,794
Opiate		237,478		146,480
Corporate/other		229,609		28,880
Total	$	872,886	$	424,154

16. Subsequent Events

On April 14, 2006, the Company acquired substantially all of the assets of Center for Hope of the Sierras, LLC for $3,400,000. Center for Hope, located in Reno, Nevada, is a residential center specializing in the treatment of anorexia, bulimia, and related eating disorders.

******

F-79

REPORT OF INDEPENDENT ACCOUNTANTS

To the Members of

ST Holding, LLC

We have audited the accompanying consolidated balance sheets of ST Holding, LLC (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in member’s equity (deficit), and cash flows for the years then ended and for the period from March 25, 2002 to December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ST Holding, LLC at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for the years then ended and for the period from March 25, 2002 to December 31, 2002, in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

February 9, 2005

Chicago, Illinois

F-80

ST Holding, LLC Consolidated balance sheets as of December 31, 2004 and 2003 (In thousands)
	2004		2003
Assets
Current assets:
Cash and cash equivalents	$	8,391	$	5,984
Accounts receivable, less allowance for doubtful accounts of $148 and $242 in 2004 and 2003, respectively		230		502
Prepaid expenses		508		368
Other current assets		181		208
Total current assets		9,310		7,062
Property and equipment—net		3,927		4,207
Long-term receivable, less allowance for doubtful accounts of $9 and $7 in 2004 and 2003, respectively		26		22
Deferred financing fees, net of accumulated amortization of $206 and $131 in 2004 and 2003, respectively		319		394
Goodwill		9,880		9,880
Total	$	23,462	$	21,565
Liabilities and member’s equity (deficit)
Current liabilities:
Accounts payable	$	222	$	279
Accrued expenses and other liabilities		1,792		1,567
Current portion—financing obligations		4,768		4,519
Total current liabilities		6,782		6,365
Financing obligations—less current portion		15,687		20,289
Total liabilities		22,469		26,654
Member’s equity (deficit)		993		(5,089	)
Total	$	23,462	$	21,565

See accompanying notes.

F-81

ST Holding, LLC

Consolidated statements of operations

for the years ended December 31, 2004 and 2003 and for

the period from March 25, 2002 through December 31, 2002

(In thousands)

	December 31,				Period from March 25, 2002 through December 31, 2002
	2004		2003
Revenue:
Operating revenue	$	29,165	$	24,539	$	17,690
Investment income		79		45		40
Other		732		475		410
Revenue		29,976		25,059		18,140
Operating expenses:
Salaries and related benefits		9,968		8,842		6,751
General and administrative		6,319		5,965		4,370
Interest		1,740		2,337		1,628
Management fee—affiliate		439		428		319
Depreciation and amortization		647		569		259
Operating expenses		19,113		18,141		13,327
Net income	$	10,863	$	6,918	$	4,813

See accompanying notes.

F-82

ST Holding, LLC

Consolidated statements of changes in member’s equity (deficit)

for the years ended December 31, 2004 and 2003, and for

the period from March 25, 2002 through December 31, 2002

(In thousands)

Balance—March 25, 2002	$	15,291
Issuance of stock warrants		1,440
Distributions		(30,180	)
Net income		4,813
Balance—December 31, 2002		(8,636	)
Distributions		(3,371	)
Net income		6,918
Balance—December 31, 2003		(5,089	)
Distributions		(4,781	)
Net income		10,863
Balance—December 31, 2004	$	993

See accompanying notes.

F-83

ST Holding, LLC

Consolidated statements of cash flows

for the years ended December 31, 2004 and 2003, and for

the period from March 25, 2002 through December 31, 2002

(In thousands)

	December 31,						Period from March 25, 2002 through December 31, 2002
	2004			2003
Operating activities:
Net income	$	10,863		$	6,918		$	4,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		811			1,117			413
Provision for bad debts		4			147			157
Changes in operating assets and liabilities:
Receivables		264			88			(429	)
Other assets		(113	)		(73	)		(167	)
Accounts payable, accrued expenses, and other accrued liabilities		170			78			242
Net cash provided by operating activities		11,999			8,275			5,029
Investing activities—purchases of property and equipment		(292	)		(715	)		(359	)
Financing activities:
Distributions to member		(4,781	)		(3,371	)		(30,180	)
Proceeds from financing obligations		-			51			30,000
Payment of financing fees		-			-			(150	)
Payments on financing obligations		(4,519	)		(2,255	)		(2,250	)
Net cash used in financing activities		(9,300	)		(5,575	)		(2,580	)
Increase (decrease) in cash and cash equivalents		2,407			1,985			2,090
Cash and cash equivalents—beginning of period		5,984			3,999			1,909
Cash and cash equivalents—end of period	$	8,391		$	5,984		$	3,999
Supplemental disclosure—noncash contributions from member at inception of company
Receivables	$	-		$	-		$	442
Other assets		-			-			344
Property and equipment		-			-			3,830
Long-term receivable		-			-			45
Deferred financing fees		-			-			375
Goodwill		-			-			9,872
Accounts payable, accrued expenses, and other liabilities		-			-			(1,526	)
Total noncash contributions		-			-			13,382
Cash and cash equivalents		-			-			1,909
Net contribution	$	-		$	-		$	15,291

See accompanying notes.

F-84

ST Holding, LLC

Notes to consolidated financial statements

for the years ended December 31, 2004 and 2003 and for the period

from March 25, 2002 to December 31, 2002

(Dollar amounts in thousands)

1. Organization and business

ST Holding, LLC, the sole member of Sierra Tucson, LLC (collectively, the “Company”), owns and operates a treatment center in the foothills of the Santa Catalina Mountains northwest of Tucson, Arizona (“Sierra Tucson”), which provides inpatient treatment for persons suffering from addictions and a broad range of mental health and behavioral disorders. Sierra Tucson’s treatment program is designated to treat the whole person utilizing a bio-psycho-social-spiritual approach and is used in the treatment of dual diagnosis, eating disorders, major depressions, post-traumatic stress disorders, and treatment for gambling addictions, sexual disorders, obsessive compulsive disorders, and anxiety disorders. The Company is wholly owned by Triod, LLC (the “Parent”) and will continue to operate in perpetuity unless terminated by the Parent.

On March 25, 2002, the Parent completed a leveraged buyout of NextHealth, Inc, and its subsidiaries (“NextHealth”), which included the operations of Sierra Tucson. The acquired Sierra Tucson assets and liabilities, including the related financing obligations (see Note 5) used to fund the NextHealth purchase, were contributed to the Company. Due to the Parent and NextHealth having common ownership, the assets and liabilities acquired in the leveraged buyout have been recorded at NextHealth’s historical cost basis, with the difference between the leveraged buyout price reflected as goodwill.

2. Summary of significant accounting policies principles of consolidation

Principles of Consolidation—The consolidated financial statements include the accounts of ST Holding, LLC and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash Equivalents—Cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost which approximates market value.

Property and Equipment—Property and equipment are stated at cost and are being depreciated on a straight-line basis over the estimated useful lives of the assets ranging from 3 to 31 years. Costs of improvements are capitalized as incurred. Costs of normal repairs and maintenance are charged to expense as incurred.

Goodwill—Goodwill is stated at cost and is considered to have an indefinite life. An annual valuation will be performed to determine if goodwill has been impaired, with any impairment reflected as a charge to operations in the period in which it has been identified.

Deferred Charges—Deferred financing fees relate to financing obligations and are amortized on a straight-line basis over the respective terms of the notes.

Revenue Recognition—Revenue, net of any applicable contractual allowances or discounts, is recognized in the period services are rendered.

Credit Risk—A significant portion of the Company’s accounts receivable are due from individuals (self-pay), insurance companies, and other entities which provide health care benefits. Management believes its allowance for doubtful accounts is sufficient to cover any potential bad debts.

F-85

3. Property and equipment

Property and equipment consists of the following:

	December 31,
	2004			2003
Land and improvements	$	54		$	37
Buildings and improvements		3,160			3,110
Equipment, furniture, and fixtures		1,902			1,680
Vehicles		80			77
		5,196			4,904
Less accumulated depreciation and amortization		(1,269	)		(697	)
	$	3,927		$	4,207

4. Accrued expenses and other liabilities

Accrued expenses and other liabilities consist of the following:

	December 31,
	2004		2003
Payroll and related taxes	$	584	$	521
Deposits and patient refunds		990		717
Other		218		329
	$	1,792	$	1,567

5. Financing obligations

Financing obligations consists of the following:

	December 31,
	2004			2003
First mortgage note (1)	$	20,426		$	24,762
Vehicle financing (2)		29			46
Line of credit—Parent (3)		-			-
		20,455			24,808
Less current portion		(4,768	)		(4,519	)
Long-term financing obligations	$	15,687		$	20,289

(1) The Company entered into a first mortgage note with General Electric Capital Corporation which matures March 2009. The agreement provides for varying quarterly principal payments (see future maturities table below) and monthly interest payments. The note bears interest at a rate of 450 basis points above the Eurodollar rate (2.4 percent at December 31, 2004), provided that in no event shall the Eurodollar rate be less than 2.10 percent. The note has various operational and financial covenants and payment is guaranteed by Sierra Tucson, LLC.

As part of the first mortgage note agreement, the Company issued warrants to purchase a 3 percent common member interest of Sierra Tucson, LLC. The warrants may be exercised at any time beginning in March 2005 for a nominal price. Subsequent to the payment in full of the first mortgage, or certain other events, as defined, in the warrant agreement, the warrants and any interests previously obtained via the exercise of

F-86

warrants, may be put to the Company or called by the Company at the then market price, as defined. The warrants, which had a value of $1,440 at the date of their issuance, have been reflected as a reduction of the first mortgage balance and will be amortized into interest expense over the life of the note (unamortized balance at December 31, 2004 and 2003, is $574 and $738, respectively).

(2) The Company financed the purchase of two vans with a local dealership, which matures August 2006. The agreement provides for monthly principal and interest payments at 5 percent, per annum.

(3) The Company entered into a Credit Agreement with the Parent in 2003 to provide up to $4,000 in working capital to the Company through March 2009. Amounts drawn on the line bear interest at the rate of 12 percent per annum. During the years ended December 31, 2004 and 2003, the Company did not draw on the Credit Agreement.

Future maturities of the financing obligations (excluding the unamortized value of the warrants described above) are as follows at December 31, 2004 (in thousands):

Year Ending December 31
2005	$	4,767
2006		5,012
2007		5,000
2008		5,000
2009		1,250
	$	21,029

For the years ended December 31, 2004 and 2003 and for the period from March 25, 2002 through December 31, 2002, total interest paid was $1,732, $1,630 and $1,469, respectively.

6. Management fee

The Company entered into a property management agreement with Rehabilitation Management, LLC (a wholly owned subsidiary of the Parent) in March 2002, which expires March 22, 2010. Payment of fees are made monthly in accordance with a previously determined payment schedule included in the management agreement.

7. Operating leases

The Company leases land and equipment under various operating leases. Future annual minimum lease payments under noncancelable operating leases at December 31, 2004, are as follows (in thousands):

Year Ending December 31
2005	$	254
2006		242
2007		234
2008		236
2009		261
		14,697
Total minimum payments	$	15,924

Future payments under the land lease increase as the number of licensed beds increase in accordance with the levels specified in the agreement and by a fixed percentage (10 percent) every five years. Total rental expense recognized under operating leases was $319, $406 and $224 for the years ended December 31, 2004 and 2003 and for the period from March 25, 2002 through December 31, 2002, respectively.

F-87

8. Employee retirement plan

The Company has a defined contribution plan that provides for discretionary employer contributions and for optional employee contributions with a corresponding 50 percent employer matching contribution up to 6 percent of an employee’s annual compensation and a 25 percent employer matching contribution for any contributions in excess of six percent. All employees who meet minimum age and service requirements are eligible to participate in the plan. It is the Company’s policy to fund plan contributions as accrued.

For the years ended December 31, 2004 and 2003 and for the period from March 25, 2002 through December 31, 2002, employer matching and discretionary contributions to the plan were approximately, $159, $146 and $107, respectively.

9. Contingencies

The Company is involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims will not, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company is covered by malpractice insurance with limits of $3,000 in the aggregate and $1,000 per occurrence, with umbrella coverage of $10,000 in the aggregate and per occurrence. Umbrella coverage is comprised of two policies with two different carriers in increments of $5,000 each.

******

F-88

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

National Specialty Clinics, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheet of National Specialty Clinics, Inc. and subsidiaries (the “Company”) as of December 19, 2003, and the related consolidated statements of income, shareholders’ equity, and cash flows the period from January 1, 2003 to December 19, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of National Specialty Clinics, Inc. and subsidiaries as of December 19, 2003, and the results of their operations and their cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

January 11, 2006

F-89

National Specialty Clinics, Inc. and subsidiaries

Consolidated balance sheet

December 19, 2003

(In thousands, except per share amounts)

Assets
Current assets:
Cash and cash equivalents	$	895
Accounts receivable		37
Inventory		70
Prepaid and other current assets		204
Income tax refundable		112
Deferred tax asset		77
Total current assets		1,395
Property and equipment—net		1,407
Goodwill—net		26,896
Other assets—net		117
Total assets	$	29,815
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,818
Deferred revenue		72
Total current liabilities		1,890
Deferred tax liability		1,318
Total liabilities		3,208
Shareholders’ equity:
Common stock—Class A—$.001 par value; 93,975 shares authorized; 72,634 shares issued and outstanding		—
Common stock—Class B—$.001 par value; 6,025 shares authorized; 6,023 shares issued and outstanding		—
Additional paid-in capital		15,974
Retained earnings		10,633
Total shareholders’ equity		26,607
Total liabilities and shareholders’ equity	$	29,815

See notes to consolidated financial statements.

F-90

National Specialty Clinics, Inc. and subsidiaries

Consolidated statements of income

for the period from January 1, 2003 through December 19, 2003

(in thousands)

Revenue:
Treatment revenue	$	32,855
Other revenue		512
Revenue		33,367
Operating expenses:
Salaries and benefits (including stock based compensation of $6,897 in 2003, see Note 7)		17,064
Drugs, supplies and lab fees		2,258
Lease expense		1,111
Travel and entertainment		456
General and administrative		3,647
Depreciation		275
Amortization		3
Operating expenses		24,814
Operating income		8,553
Other income (expense):
Loss from early extinguishment of debt		(333	)
Interest expense		(305	)
Interest income		6
Income before provision for income taxes		7,921
Provision for income taxes		3,172
Net income	$	4,749

See notes to consolidated financial statements.

F-91

National Specialty Clinics, Inc. and subsidiaries

Consolidated statements of changes in shareholders’ equity

for the period from January 1, 2003 to December 19, 2003

(In thousands, except per share and share amounts)

	Common Class A			Common Class B			Additional Paid-In Capital		Retained Earnings			Total
	Shares	Amounts		Shares	Amounts
Balance—December 31, 2002	66,620		—	6,023		—		9,077		10,951			20,028
Issuance of common stock in conjunction with stock option exercises	6,014		—	—		—		6,897		—			6,897
Distribution to shareholders	—		—	—		—		—		(5,067	)		(5,067	)
Net income	—		—	—		—		—		4,749			4,749
Balance—December 19, 2003	72,634	$	—	6,023	$	—	$	15,974	$	10,633		$	26,607

See notes to consolidated financial statements.

F-92

National Specialty Clinics, Inc. and subsidiaries

Consolidated statements of cash flows

for the period from January 1, 2003 to December 19, 2003

(In thousands)

Cash flows from operating activities:
Net income	$	4,749
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		275
Loss on disposal of property and equipment		2
Stock-based compensation		6,897
Loss from early extinguishment of debt		333
Amortization of debt issuance and certificate of need costs		64
Amortization of discount on notes payable		83
Deferred tax expense		609
Changes in assets and liabilities, net:
Accounts receivable		(29	)
Inventory		(16	)
Prepaid and other current assets		(19	)
Income tax refundable		(112	)
Accounts payable and accrued liabilities		552
Deferred revenue		13
Net cash provided by operating activities		13,401
Cash flows from investing activities:
Decrease (increase) in restricted cash		123
Capital expenditures		(726	)
Change in other assets		(1	)
Net cash used in investing activities		(604	)
Cash flows from financing activities:
Principal payments on term loans		(7,845	)
Distribution to shareholders		(5,067	)
Proceeds from issuance of common stock		—
Net cash used in financing activities		(12,912	)
Net decrease in cash and cash equivalents		(115	)
Cash and cash equivalents:
Beginning of period		1,010
End of period	$	895
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	161
Income taxes	$	2,644
Noncash investing and financing activities—issuance of common stock in connection with exercise of stock options	$	6,897

See notes to consolidated financial statements.

F-93

National Specialty Clinics, Inc. and subsidiaries

Notes to consolidated financial statements

for the period January 1, 2003 to December 19, 2003

(in thousands, except per share and share amounts)

1. Operations and sale of the company

National Specialty Clinics, Inc. and subsidiaries (the “Company”) was incorporated in the state of Delaware on March 31, 2000 and purchased the outstanding stock of eleven methadone treatment facilities on April 27, 2000. The Company now operates 17 drug addiction treatment facilities in six states serving patients suffering from specific opiate drug dependencies. Methadone, the most successful method of treatment for opiate addiction, is currently the Company’s primary medication and is regulated by the United States government. Changes in regulation or introduction of new drugs could impact the Company’s consolidated financial results, although either development likely would allow time for implementation of alternatives in the Company’s operations.

In September 2003, the Company and its stockholders agreed to sell all of the Company’s common stock to CRC Health Group, Inc. (“CRC Health”). Under the terms of the stock purchase agreement (the ”Agreement”), the stockholders received aggregate consideration of $91,400 subject to certain adjustments as set forth in the Agreement, consisting of cash. The sale closed on December 19, 2003.

2. Summary of significant accounting policies

Principles of Consolidation—The consolidated financial statements and notes thereto include the accounts of National Specialty Clinics, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Treatment Revenue—Treatment revenue primarily represents the income earned as methadone is dispensed to patients. The Company operates a predominantly cash only business, therefore accounts receivable and deferred revenue reflect either amounts due for treatment or prepayments by patients, respectively. No amounts are billed to third parties for reimbursement.

Cash and Cash Equivalents—The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Inventory—Inventory is stated at the lower of cost or market and consists of medications (primarily methadone) to be administered to patients. This inventory represents controlled substances monitored by the United States government and its agencies.

Property and Equipment—Property and equipment are carried at cost, less accumulated depreciation, and includes expenditures that substantially increase the useful lives of existing assets. Maintenance, repairs and minor renovations are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which typically range from five to seven years, except buildings that utilize 39 years. Upon sale, retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the respective accounts, and any gain or loss on the disposition is included in income.

Debt Issuance Costs—Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the estimated term of the related debt issues. The remaining unamortized balance of debt issuance costs at September 30, 2003 of $138 was written off in conjunction with the early extinguishment of debt (see Note 4).

F-94

Goodwill—Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires that 1) goodwill and indefinite lived intangible assets will no longer be amortized, 2) goodwill be tested for impairment at least annually at the reporting unit level, 3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and 4) the amortization period of intangible assets with finite lives will no longer be limited to 40 years. No impairment to the carrying value of goodwill or other intangible assets was identified during the period ended December 19, 2003.

Other Assets—In certain states, the Company must obtain a certificate of need (“CON”) in order to operate treatment centers. Costs incurred to obtain such a certificate represent an intangible asset to the Company and include fees paid to the respective state, attorneys, and healthcare consultants in order to obtain the CON. CONs are amortized on a straight-line basis over 15 years life. As of December 19, 2003, accumulated amortization related to the CONs was $3. Estimated future annual amortization expense is as follows: $3, and $8 for 2004 and 2005 through 2008, respectively.

Income Taxes—The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred income taxes are recognized for the differences between the tax basis of assets and liabilities and their reported amounts at each period-end. The amounts recognized are based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities.

Stock-Based Compensation—SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has elected to account for its stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees. Under the provisions of APB Opinion No. 25, compensation cost for stock options issued to employees is measured at the excess, if any, of the fair value of the Company’s common stock at the date of grant over the amount an employee must pay to acquire the stock.

Stock-based transactions with individuals other than employees would be measured at fair value and reported as expense or an exchange of assets, as appropriate, under the provisions of SFAS No. 123.

Had the Company recorded compensation expense based on the estimated grant-date fair value, as defined by SFAS No. 123, the Company’s pro forma net income for the period ended December 19, 2003:

Net income—as reported	$	4,749
Add stock-based employee compensation expense determined under APB No. 25 and related interpretations, net of related tax effects		4,135
Less stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(299	)
Pro forma net income	$	8,585

F-95

The Company uses the Black-Scholes pricing model to calculate the fair value of the options awarded, which are included in the pro forma results above. The following assumptions were used to derive the fair values of the outstanding options at the grant date:

Dividend yield	0.00%
Risk free interest rate	4.80%-6.41%
Expected life (years)	3
Expected volatility	0.00%

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Recently Issued Accounting Standards—In December 2003, the FASB issued FIN No. 46(R), Consolidation of Variable Interest Entities — an interpretation of ARB 51 (revised December 2003), which replaced FIN 46. This interpretation addresses consolidation by business enterprises of variable interest entities (“VIE”) when certain characteristics are present. Nonpublic entities with an interest in a VIE created after December 31, 2003, are required to apply this Interpretation to that entity immediately. Nonpublic entities are required to apply this interpretation to all VIE’s by the beginning of the first annual period beginning after December 15, 2004. The Company has determined that it is not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity upon the effective date of FIN No. 46(R).

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for 2003, except for certain mandatorily redeemable financial instruments of nonpublic entities which are subject to the provisions of this statement during the first annual period beginning after December 15, 2004 and certain provisions related to all other mandatorily redeemable financial instruments issued by nonpublic entities and certain mandatorily redeemable non-controlling financial interests issued by public or nonpublic companies which have been deferred indefinitely. The adoption of the requirements of SFAS No. 150 not related to mandatorily redeemable financial instruments during 2003 did not have a material impact on the Company’s consolidated financial position or results of operations. The Company does not expect the adoption of the remaining requirements of SFAS No. 150 related to mandatorily redeemable financial instruments to have a material impact on the Company’s consolidated financial position or results of operations.

3. Property and equipment

Property and equipment consist of the following as of December 19, 2003:

Buildings and leasehold improvements	$	1,023
Construction in progress		151
Equipment		439
Furniture and fixtures		130
Computer software and hardware		382
		2,125
Less accumulated depreciation		(718	)
	$	1,407

F-96

4. Long-term debt

The Company entered into an $18,500 credit agreement with its lender. The Company’s credit agreement provided the Company with a term note in the amount of $8,000 (“Term Note A”) repayable in quarterly installments of amounts ranging from $63 to $813 through March 2005; a term note in the amount of $7,500 (“Term Note B”) due on March 31, 2006; and a revolving line of credit (the “Revolver”) in the amount of $3,000, which was scheduled to expire March 31, 2005. The Company’s credit agreement also provided letters of credit available to the Company in an amount not to exceed $250. Substantially all of the assets of the Company were pledged as collateral under the Company’s credit agreement.

Term Note A and the Revolver bore interest, at the option of the Company, at the lender’s base rate plus 1.75 percent or LIBOR plus 3.25 percent. Term Note B bore interest, at the option of the Company, at the lender’s base rate plus 2.25 percent or LIBOR plus 3.75 percent. The weighted average interest rate on outstanding borrowings based on LIBOR under Term Note A and Term Note B were approximately 4.61 percent and 5.11 percent, respectively, for the period ended December 19, 2003. There were no amounts outstanding during the period under the Revolver.

In addition, the credit agreement called for an unused commitment fee payable monthly, in arrears, at a rate of 0.5 percent.

Subject to certain limitations, amounts outstanding under the Term Notes could be prepaid at the Company’s option. Amounts outstanding under the Term Notes were mandatorily prepayable, without penalty, in increments upon the occurrence of certain events, including excess annual cash flow, as defined in the credit agreement. The Company’s credit agreement contained certain restrictive covenants that required minimum EBITDA levels as well as specific ratios such as fixed charge coverage, interest coverage, and total indebtedness to EBITDA. The covenants also placed limitations on capital expenditures, other borrowings, and affiliate transactions. The Company is in compliance with all financial covenants at December 19, 2003.

In conjunction with the issuance of Term Note B, the Company issued 4,023 shares of its Class B common stock to its lender. The Company recorded the estimated value of the Class B shares of $500 at April 27, 2000 as a discount to Term Note B. The discount is being amortized on a straight-line basis, which approximates the effective interest method, over the term of Term Note B. This amortization resulted in a charge to interest expense of approximately $83 for the period ended December 19, 2003.

The balance outstanding under the credit agreement as of January 1, 2003 of $7,846, which was comprised of $3,675 outstanding under Term Note A and $4,171 outstanding under Term Note B, was repaid during 2003 under the excess annual cash flow provisions of the credit agreement with the final voluntary loan prepayment on the Term Note A and Term Note B made by the Company on September 30, 2003. Pursuant to the credit agreement, there were no penalties in conjunction with these prepayments. The remaining unamortized discount of $195 and the remaining unamortized balance of debt issuance cost of $138 were charged to loss from early extinguishment of debt during the period ended December 19, 2003.

F-97

5. Income taxes

The components of income tax expense consist of the following for the period ended December 19, 2003:

Current income tax expense:
Federal	$	1,872
State		691
		2,563
Deferred income tax liability (benefit):
Federal		587
State		22
		609
Total	$	3,172

Total income tax expense differs from the amount which would be provided by applying the statutory federal income tax rate to pretax earnings as indicated below:

	Amount			%
Federal income tax at statutory rate	$	2,693		34.00	%
State income taxes (net of federal income taxes)		472		5.95	%
Meals and entertainment		9		0.12	%
Other		(2	)	(0.03	)%
Provision for income taxes and effective tax rate	$	3,172		40.04	%

Deferred tax assets and liabilities consist of the following at December 19:

Deferred tax assets:
Accrued expenses and reserves	$	77
Net operating loss carryforwards		96
		173
Deferred tax liability—Depreciation and amortization		(1,414	)
Net deferred tax liability	$	(1,241	)

At December 19, 2003, the Company had approximately $0 and $1,411 of federal and state net operating loss carryforwards, respectively. The state net operating loss carryforwards will expire in varying amounts beginning in 2015 through 2022.

No valuation allowance has been recorded against the deferred tax assets as of December 19, 2003 as the Company believes that it is more likely than not that all of the deferred tax assets will be realized.

F-98

6. Shareholders’ equity

The Company has 100,000 shares of common stock authorized for issuance designated as Class A common stock (93,975 shares authorized) and Class B common stock (6,025 shares authorized). All shares of Class A and B common stock are identical, except Class B shares have no voting rights (as outlined in the Company’s charter), and the Class B shares contain an optional conversion feature to Class A shares (on a one-for-one share basis).

On December 19, 2003, pursuant to the Agreement among the Company’s shareholders and CRC Health, the Company, immediately preceding the sale of all of its outstanding common stock to CRC Health, distributed cash in the amount of $5,067 to its shareholders in the form of a dividend (see Note 11).

7. Stock based compensation

The Company’s Board of Directors approved the 2000 Stock Option Plan, as amended, for key employees, officers, directors or consultants (the “Option Plan”), which provides for the grant of incentive stock options as determined by the Compensation Committee of the Board of Directors.

Under the Option Plan, 10,000 shares of the Company’s Class A common stock have been reserved for issuance. Options under the Option Plan provide for the purchase of the Company’s common stock at not less than the fair value on the date the option is granted. Transactions under the Option Plan are summarized as follows:

	Number of Shares		Range of Exercise Prices		Weighted- Average Exercise Price
Options outstanding—December 31, 2002	7,468		$	125.00-520.03	$	231.40
Granted	600			788.52		788.52
Exercised	(8,068	)		125.80-788.52		272.83
Options outstanding—December 19, 2003	—		$	—	$	—

The weighted average fair value of options granted during the period ended December 19, 2003 was $44.82.

On December 19, 2003, immediately preceding the sale of the Company’s outstanding common stock to CRC Health, all outstanding options became fully vested pursuant to the accelerated vesting provisions related to a change in control as provided in the Option Plan. As a result, the 8,068 outstanding options were exercised using a cashless option exercise in which the Company withheld from shares that would otherwise be issued upon exercise the number of shares having a fair value equal to the option exercise price. As a result of this cashless exercise with shares held for less than six months, the Company was required, pursuant to APB Opinion No. 25 and related interpretations, to recognize compensation expense of $6,897, representing the difference between the option exercise price and the estimated fair value of the options at exercise.

F-99

8. Commitments and contingencies

The Company leases its headquarters, individual clinics and certain computer equipment under noncancelable operating lease agreements expiring through October 2008. Total lease expense was approximately $1,049 for the period ended December 19, 2003. Approximate future minimum rental payments under noncancelable operating leases having remaining terms in excess of one year are as follows for fiscal years:

2004	$	1,193
2005		1,102
2006		1,040
2007		940
2008		761
Thereafter		1,057
	$	6,093

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions, if any, is not material to the Company’s consolidated financial position, results of operations, or cash flows. The Company is subject to numerous federal, state, and local environmental and other laws and regulations. Management believes that the Company is in material compliance with such laws and regulations and that potential environmental or other liabilities, if any, are not material to the Company’s consolidated financial position, results of operations, or cash flows.

9. Related party transactions

As of December 19, 2003, the Company’s former lender holds 6,023 shares of the Company’s Class B non-voting common stock, of which 4,023 shares were issued in connection with the Company’s Term Note B (see Note 4).

During the period ended December 19, 2003, the Company reimbursed Harbert Management Corporation (“HMC”), an affiliate of the Company’s majority shareholder, approximately $9 related to lease, administrative and other expenses. Included in other current assets are pre-paid rent disbursed to Harbert Realty Services, Inc. in the amount of $7 for the period ended December 19, 2003.

10. Defined contribution plan

Effective January 1, 2001, the Company established the National Specialty Clinics, Inc. 40l(k) Profit Sharing Plan and Trust for all eligible employees. The Company may make matching contributions equal to a discretionary percentage of the employees’ elective salary reductions. Additionally, the Company may make its own discretionary contribution. Contribution expense recognized by the Company under the plan totaled approximately $34 for the period ended December 19, 2003.

F-100

11. Subsequent event

Effective December 20, 2003, all of the Company’s common stock was acquired by CRC Health for a purchase price of $91,400 in cash, net of escrowed amounts totaling $4,800. The Company’s results of operations beginning December 20, 3003, are included in CRC Health’s consolidated financial statements.

******

F-101

CRC Health Corporation

Offer to Exchange

10 ³/4% Senior Subordinated Notes

due February 1, 2016

($200,000,000 Principal Amount)

For

10 ³/4% Senior Subordinated Notes

due February 1, 2016

($200,000,000 Principal Amount Outstanding)

PROSPECTUS

Until                     , 2006, all dealers that effect transactions in these securities, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Registrants Incorporated or Organized Under the Laws of Delaware

The following registrants are corporations incorporated in the State of Delaware: CRC Health Corporation, Comprehensive Addiction Programs, Inc., CRC ED Treatment, Inc., CRC Recovery, Inc., National Specialty Clinics, Inc., NSC Acquisition Corp., and Sierra Tucson Inc. Section 145 of the Delaware General Corporation Law, as amended, (the “DGCL”), authorizes a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 further authorizes a Delaware corporation to indemnify any person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Article 8 of the certificate of incorporation of CRC Health Corporation provides that CRC Health Corporation shall indemnify and upon request advance expenses, to the maximum extent permitted from time to time under the law of the State of Delaware, to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of CRC Health Corporation or is serving at the request of the corporation as a director or officer of any

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other entity. No repeal or modification of Article 8 will adversely affect any right or protection of a director or officer of CRC Health Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

In accordance with Section 102(b)(7) of the Delaware General Corporation Law, Article 8 of the certificate of incorporation of CRC Health Corporation provides that directors shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of Article 8 will apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to acts or omissions of such director occurring prior to such amendment or repeal.

CRC Health Group, Inc., our indirect parent company (“Holdings”), has purchased and maintains insurance on behalf of each duly elected or appointed director or officer of Holdings, or of a majority-owned subsidiary of Holdings (which includes CRC Health Corporation and all additional registrants), for such director or officer’s loss due to a wrongful act by such director or officer in his respective capacity, or due solely to his status as a director or officer, whether or not Holdings or its majority-owned subsidiary, as applicable, has indemnified him for this loss under the provisions of their respective governing documents or any other provision of law.

In addition, the articles of incorporation and/or by-laws of the following Delaware corporation registrants allow indemnification of directors and officers to the fullest extent permissible under Delaware law: Comprehensive Addiction Programs, Inc., CRC ED Treatment, Inc., CRC Recovery, Inc., National Specialty Clinics, Inc., NSC Acquisition Corp., and Sierra Tucson Inc.

Registrants Incorporated or Organized in California

The following registrants are corporations incorporated in the State of California: 4therapy.com NETWORK, Jeff-Grand Management Co., Inc., Transcultural Health Development, Inc., Treatment Associates, Inc., San Diego Health Alliance and WCHS, Inc. Section 317 of the California Corporations Code provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than in an action by or on behalf of the corporation to obtain a favorable judgment for itself, because such person is or was an agent of the corporation, against expenses actually and reasonably incurred in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct was unlawful. In the case of suits by or on behalf of a corporation to obtain a judgment in its favor, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to such proceeding because such person is or was the corporation’s agent, against expenses actually and reasonably incurred if the person acted in good faith in a manner the person believed to be in the best interests of the corporation and its shareholders, except that no such indemnification may be made for claims as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation, unless and then only to the extent a court determines otherwise.

The articles of incorporation and/or by-laws of the following California corporation registrants allow indemnification of directors and officers to the fullest extent permissible under California law: 4therapy.com NETWORK, Transcultural Health Development, Inc., Treatment Associates, Inc., San Diego Health Alliance and WCHS, Inc.

The following registrant is a limited partnership organized in California: The Camp Recovery Centers, L.P. Section 15643 of the California Revised Limited Partnership Act empowers California limited partnerships to indemnify a general partner who has paid more than his share of partnership obligations.

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The limited partnership agreement of the following California limited partnership allows indemnification of a general partner to the fullest extent permissible under California law, provided that there is an absence of fraud, material breach of fiduciary duty, or willful misconduct: The Camp Recovery Centers, L.P.

The following registrants are general partnerships organized in California: California Treatment Services, Milwaukee Health Services System and San Diego Treatment Services. Section 16401 of the California Uniform Partnership Act of 1994 provides that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

Registrants Incorporated or Organized in Georgia

The following registrant is a corporation incorporated in the State of Georgia: Cartersville Center, Inc. Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the “GBCC”) provides that a corporation may indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such individual conducted himself or herself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the GBCC provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred if it is determined that the director has met the relevant standard of conduct, or in connection with any proceeding with respect to conduct under Section 14-2-851 of the GBCC for which he was adjudged liable on the basis that personal benefit was improperly received by him, whether or not involving action in his official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854 of the GBCC, a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification under the GBCC or that the director is fairly and reasonably entitled to indemnification or advance of expenses in view of all the relevant circumstances, whether or not such director met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the GBCC, failed to comply with Section 14-2-853 of the GBCC or was adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the GBCC. Section 14-2-852 of the GBCC provides that to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith. Section 14-2-857 of the GBCC provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in its articles of incorporation, bylaws, resolution of its board of directors or contract except for liability arising out of conduct specified in Section 14-2-857(a)(2) of the GBCC. Section 14-2-857 of the GBCC also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract.

Registrants Incorporated or Organized in Illinois

The following registrant is a corporation incorporated in the State of Illinois: Southwest Illinois Treatment Center, Inc. Section 8.75 of the Illinois Business Corporation Act (the “IBCA”) provides generally and in pertinent parts that an Illinois corporation may indemnify its directors, officers, employees and agents, or anyone serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (in the case of actions by or in the right of the corporation) or against expenses, judgments, fines, and settlements (in all other cases) actually and reasonably

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incurred by them in connection with any action, suit, or proceeding if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation and, in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity. If a present or former director, officer or employee of an Illinois corporation has been successful in the defense of any such action, suit or proceeding, claim, issue or matter, such person shall be indemnified by the corporation against expenses. Section 8.75 of the IBCA further permits an Illinois corporation to pay expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding if the director or officer undertakes to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation. An Illinois corporation may also grant additional indemnification through its by-laws, agreements, votes of shareholders or disinterested directors, or otherwise, and may purchase and maintain insurance on behalf of any indemnifiable person against any liability asserted against such person and incurred by such person in his or her capacity as an indemnifiable person whether or not the corporation would have the power to indemnify such person against liability under the terms of Section 8.75 of the IBCA.

The articles of incorporation and/or by-laws of the following Illinois corporation registrant allow indemnification of directors and officers to the fullest extent permissible under Illinois law: Southwest Illinois Treatment Center, Inc.

Registrants Incorporated or Organized in Indiana

The following registrants are corporations incorporated in the State of Indiana: East Indiana Treatment Center, Inc., Evansville Treatment Center Inc., Indianapolis Treatment Center, Inc., Richmond Treatment Center, Inc. and Southern Indiana Treatment Center Inc. Chapter 37 of The Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless limited by its articles of incorporation, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation against liability incurred in the proceeding if (i) the individual’s conduct was in good faith and (ii) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with the corporation that the conduct was in the corporation’s best interests and (B) in all other cases that the individual’s conduct was at least not opposed to the corporation’s best interests and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

The articles of incorporation and/or by-laws of the following Indiana corporation registrant allows indemnification of directors and officers to the fullest extent permissible under Indiana law: Richmond Treatment Center, Inc.

Registrants Incorporated or Organized in Kansas

The following registrants are corporations incorporated in the State of Kansas: Kansas City Treatment Center, Inc. and Wichita Treatment Center Inc. Under Section 17-6305 of the Kansas General Corporation Code

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(the “KGCC”), a corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless a court determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

Registrants Incorporated or Organized in Louisiana

The following registrant is a corporation incorporated in the State of Louisiana: Baton Rouge Treatment Center, Inc. Section 83 of the Louisiana Business Corporation Law (the “LBCL”) provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The indemnification provisions of the LBCL are not exclusive; however, no corporation may indemnify any person for willful or intentional misconduct. A corporation has the power to obtain and maintain insurance, or to create a form of self-insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability.

Registrants Incorporated or Organized in Massachusetts

The following registrants are corporations incorporated in the Commonwealth of Massachusetts: MWB Associates-Massachusetts, Inc. and Stonehedge Convalescent Center, Inc. Section 8.58 of Chapter 156D of the Massachusetts General Laws provides that the corporation may agree, in its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, to indemnify an individual who is a party to a proceeding because he is a director or an officer if: (i) he conducted himself in good faith, he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (ii) he engaged in conduct for which the corporation has limited or eliminated liability in its articles of organization in a manner permitted by the statute. Section 2.02(b)(4) of Chapter 156D permits the corporation to eliminate or limit the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) distributions not permitted under the statute, or (iv) for any transaction from which the director derived an improper personal benefit. Under Section 8.53 of Chapter 156D, the corporation may also agree to advance funds to pay for or reimburse the reasonable expenses incurred by a director or officer

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who is a party to a proceeding because he is a director or officer, before final disposition of a proceeding, if he delivers to the corporation: (i) a written affirmation of his good faith belief that he has met the relevant standard of conduct described above or that the proceeding involves conduct for which liability has been permissibly eliminated under a provision of the articles of organization; and (ii) his written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification and it is ultimately determined by a court or by disinterested directors, by special legal counsel appointed by the board, or by disinterested shareholders that he has not met the relevant standard of conduct for indemnification. In addition, Sections 8.52 and 8.56 of Chapter 156D require the corporation to indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The articles of incorporation and/or by-laws of the following Massachusetts corporation registrant allows indemnification of directors and officers to the fullest extent permissible under Massachusetts law: Stonehedge Convalescent Center, Inc. The articles of incorporation and/or by-laws of the following Massachusetts corporation registrant allows indemnification of directors and officers to the fullest extent permissible under Massachusetts law, absent a lack of good faith: MWB Associates-Massachusetts, Inc.

The following registrant is a limited partnership organized in Massachusetts: Stonehedge Convalescent Center Limited Partnership. Section 24 of the Massachusetts Uniform Limited Partnership Act states that general partners in limited partnerships have the liability of a partner in a partnership without limited partners.

Registrants Incorporated or Organized in Nevada

The following registrants are corporations incorporated in the State of Nevada: Jayco Administration, Inc. and WCHS of Colorado (G), Inc. The Nevada Revised Statutes (the “NRS”) provide that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The articles of incorporation or an amendment thereto may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the NRS.

The NRS also provide that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened or completed action, suit or proceeding in which he is, or is threatened to be made, a party by reason of his being a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, a corporation may indemnify a director, officer, employee or agent with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, however, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

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The articles of incorporation and/or by-laws of the following Nevada corporation registrant allows indemnification of directors and officers to the fullest extent permissible under Nevada law: Jayco Administration, Inc.

Registrants Incorporated or Organized in Pennsylvania

The following registrants are corporations incorporated in the Commonwealth of Pennsylvania: White Deer Realty, Ltd. and White Deer Run, Inc. Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the “PBCL”) provide that a corporation may indemnify, under specified circumstances, persons who were or are directors, officers or employees of the corporation or who served or serve other business entities at the request of the corporation. Under these provisions, a person who is wholly successful in defending a claim will be indemnified for any reasonable expenses. To the extent a person is not successful in defending a claim, reasonable expenses of the defense and any liability incurred are to be indemnified under these provisions only where independent legal counsel or another disinterested person selected by the board of directors determines that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and in addition with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Any expense incurred with respect to any claim may be advanced by the corporation if the recipient agrees to repay such amount if it is ultimately determined that such recipient is not entitled to be indemnified. Section 1746 of the PBCL provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. Section 1746 also provides for increased indemnification protections for directors, officers and others. Indemnification may be provided by Pennsylvania corporations in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1747 of the PBCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against that liability under the provisions of the PBCL described above. Section 1713 of the PBCL also sets forth a framework whereby Pennsylvania corporations, with the approval of the shareholders, may limit the personal liability of directors for monetary damages except where the act or omission giving rise to a claim constitutes self-dealing, willful misconduct or recklessness. The section does not apply to a director’s responsibility or liability under a criminal or tax statute and may not apply to liability under federal statutes, such as the federal securities laws.

The articles of incorporation and/or by-laws of the following Pennsylvania corporation registrants allow indemnification of directors and officers to the fullest extent permissible under Pennsylvania law, absent willful misconduct or the receipt of an illegal personal benefit: White Deer Realty, Ltd. and White Deer Run, Inc.

Registrants Incorporated or Organized in Tennessee

The following registrant is a corporation incorporated in the State of Tennessee: Volunteer Treatment Center, Inc. The Tennessee Business Corporation Act (the “TBCA”) provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (i) such person acted in good faith; (ii) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation’s best interests; (iii) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (iv) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases

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where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (i) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (ii) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (iii) such officer or director breached his duty of care to the corporation.

Registrants Incorporated or Organized in Texas

The following registrant is a corporation incorporated in the State of Texas: Sheltered Living Incorporated. Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he was, is, or is threatened to be made a named defendant by reason of his position as director or officer, provided that he conducted himself in good faith and reasonably believed that, in the case of conduct in his official capacity as a director or officer of the corporation, such conduct was in the corporation’s best interests; and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests. In the case of a criminal proceeding, a director or officer may be indemnified only if he had no reasonable cause to believe his conduct was unlawful. If a director of officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory.

The articles of incorporation and/or by-laws of the following Texas corporation registrant allows indemnification of directors and officers to the fullest extent permissible under Texas law: Sheltered Living Incorporated.

Registrants Incorporated or Organized in Virginia

The following registrants are corporations incorporated in the Commonwealth of Virginia: Advanced Treatment Systems, Inc., ATS of Cecil County, Inc., ATS of Delaware, Inc., ATS of North Carolina, Inc., BGI of Brandywine, Inc., Bowling Green Inn of Pensacola, Inc., Bowling Green Inn of South Dakota, Inc., CAPS of Virginia, Inc., Galax Treatment Center, Inc., Virginia Treatment Center, Inc. and Wilmington Treatment Center, Inc. Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct prescribed by the Code of Virginia and furnishes the corporation a written undertaking to repay any advance if it is ultimately determined that he did not meet the standard of conduct, and a determination is made by the board of directors that such standard has been met. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which an officer or director is adjudged to be liable to the corporation, unless the court in which the proceeding took place determines that, despite such liability, such person is reasonably entitled to indemnification in view of all of the relevant circumstances. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification of a director or officer is mandatory when he entirely prevails in the defense of any proceeding to which he is a party because he is or was a director or officer.

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The articles of incorporation and/or by-laws of the following Virginia corporation registrants allow indemnification of directors and officers to the fullest extent permissible under Virginia law: BGI of Brandywine, Inc., Bowling Green Inn of Pensacola, Inc., Bowling Green Inn of South Dakota, Inc., CAPS of Virginia, Inc., Galax Treatment Center, Inc., Virginia Treatment Center, Inc. and Wilmington Treatment Center, Inc. The articles of incorporation and/or by-laws of the following Virginia corporation registrants allow indemnification of directors and officers to the fullest extent permissible under Virginia law, provided the individual is acting in good faith: Advanced Treatment Systems, Inc., ATS of Cecil County, Inc., ATS of Delaware, Inc. and ATS of North Carolina, Inc.

Registrants Incorporated or Organized in West Virginia

The following registrants are corporations incorporated in the State of West Virginia: Beckley Treatment Center, Inc., Charleston Treatment Center Inc., Clarksburg Treatment Center, Inc., Greenbrier Treatment Center, Inc., Huntington Treatment Center, Inc., Mineral County Treatment Center, Inc., Parkersburg Treatment Center, Inc., Southern West Virginia Treatment Center, Inc., Wheeling Treatment Center, Inc. and Williamson Treatment Center, Inc. Sections 31D-8-850 to 31D-8-859 of the West Virginia Business Corporation Act provide in part that each West Virginia corporation has the power to indemnify any director against liability incurred in a proceeding against him by reason of being or having been such director (other than in an action by or in the right of the corporation) if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, or, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. With respect to an action by or in the right of the corporation, except for reasonable expenses incurred in the proceeding as to which he meets the foregoing standard of conduct, a director may not be indemnified. A director also may not be indemnified unless ordered by a court if he is adjudged liable on the basis that he received a financial benefit to which he was not entitled. A West Virginia corporation may make any other or further indemnity to any such persons that may be authorized by the corporation’s articles of incorporation. A corporation must indemnify a director who was wholly successful on the merits in the proceeding against reasonable expenses of the proceeding. A corporation may advance expenses incurred by a director in such a proceeding if he affirms he has met the standard of conduct and agrees to return the advanced expenses if it is determined he has not met this standard.

Registrants Incorporated or Organized in Wisconsin

The following registrant is a corporation incorporated in the state of Wisconsin: Coral Health Services, Inc. Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (the “WBCL”) require a corporation to indemnify a director or officer, to the extent that he has been successful on the merits or otherwise in the defense of a proceeding, which includes any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he is a director or officer of the corporation. A corporation is obligated to indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he is a director or officer of the corporation, which liability includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and all reasonable expenses including fees, costs, charges, disbursements, attorney fees and other expenses, unless such liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe that his conduct was lawful or no reasonable cause to believe that his conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Unless otherwise provided in a corporation’s articles of incorporation or by-laws, or by written agreement, the director or officer seeking indemnification is entitled to select one of the following means for determining his or her right to

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indemnification: (i) by majority vote of a disinterested quorum of the board of directors, or if such quorum of disinterested directors cannot be obtained, by a majority vote of a committee duly appointed by the board of directors of two or more disinterested directors; (ii) by independent legal counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of shareholders; (v) by a court; or (vi) with respect to any additional right to indemnification, by any other method permitted in Section 180.0858 of the WBCL. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by a corporation at such time as the director or officer furnishes to the corporation a written affirmation of his good faith belief that he has not breached or failed to perform his duties to the corporation and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required. The indemnification provisions of Section 180.0850 to 180.0859 of the WBCL are not exclusive. A corporation may expand a director’s or officer’s rights to indemnification: (i) in its articles of incorporation or by-laws; (ii) by written agreement; (iii) by resolution of its board of directors; or (iv) by resolution that is adopted, after notice, by a majority of all of the corporation’s voting shares then issued and outstanding.

Item 21. Exhibits and Financial Statement Schedules

2.1	Agreement and Plan of Merger among CRCA Holdings, Inc., CRCA Merger Corporation and CRC Health Group, Inc. dated as of October 8, 2005
3.1	Certificate of Incorporation of CRC Health Corporation, with amendments
	Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
3.2.1	4therapy.com NETWORK
3.2.2	Advanced Treatment Systems, Inc.
3.2.3	ATS of Cecil County, Inc.
3.2.4	ATS of Delaware, Inc.
3.2.5	ATS of North Carolina, Inc.
3.2.6	Baton Rouge Treatment Center, Inc.
3.2.7	Beckley Treatment Center, Inc.
3.2.8	BGI of Brandywine, Inc.
3.2.9	Bowling Green Inn of Pensacola, Inc.
3.2.10	Bowling Green Inn of South Dakota, Inc.
3.2.11	CAPS of Virginia, Inc.
3.2.12	Cartersville Center, Inc.
3.2.13	Charleston Treatment Center Inc.
3.2.14	Clarksburg Treatment Center, Inc.
3.2.15	Comprehensive Addiction Programs, Inc.
3.2.16	Coral Health Services, Inc.
3.2.17	CRC ED Treatment, Inc.
3.2.18	CRC Recovery, Inc.
3.2.19	East Indiana Treatment Center, Inc.

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3.2.20	Evansville Treatment Center Inc.
3.2.21	Galax Treatment Center, Inc.
3.2.22	Greenbrier Treatment Center, Inc.
3.2.23	Huntington Treatment Center, Inc.
3.2.24	Indianapolis Treatment Center, Inc.
3.2.25	Jayco Administration, Inc.
3.2.26	Jeff-Grand Management Co., Inc.
3.2.27	Kansas City Treatment Center, Inc.
3.2.28	Mineral County Treatment Center, Inc.
3.2.29	MWB Associates-Massachusetts, Inc.
3.2.30	National Specialty Clinics, Inc.
3.2.31	NSC Acquisition Corp.
3.2.32	Parkersburg Treatment Center, Inc.
3.2.33	Richmond Treatment Center, Inc.
3.2.34	San Diego Health Alliance
3.2.35	Sheltered Living Incorporated
3.2.36	Sierra Tucson Inc.
3.2.37	Southern Indiana Treatment Center Inc.
3.2.38	Southern West Virginia Treatment Center, Inc.
3.2.39	Southwest Illinois Treatment Center, Inc.
3.2.40	Stonehedge Convalescent Center, Inc.
3.2.41	Stonehedge Convalescent Center Limited Partnership
3.2.42	The Camp Recovery Centers, L.P.
3.2.43	Transcultural Health Development, Inc.
3.2.44	Treatment Associates, Inc.
3.2.45	Virginia Treatment Center, Inc.
3.2.46	Volunteer Treatment Center, Inc.
3.2.47	WCHS of Colorado (G), Inc.
3.2.48	WCHS, Inc.
3.2.49	Wheeling Treatment Center, Inc.
3.2.50	White Deer Realty, Ltd.
3.2.51	White Deer Run, Inc.
3.2.52	Wichita Treatment Center Inc.
3.2.53	Williamson Treatment Center, Inc.
3.2.54	Wilmington Treatment Center, Inc.
3.3	By-laws of CRC Health Corporation

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	By-laws of the following additional registrants:
3.4.1	4therapy.com NETWORK
3.4.2	Advanced Treatment Systems, Inc.
3.4.3	ATS of Cecil County, Inc.
3.4.4	ATS of Delaware, Inc.
3.4.5	ATS of North Carolina, Inc.
3.4.6	Baton Rouge Treatment Center, Inc.
3.4.7	Beckley Treatment Center, Inc.
3.4.8	BGI of Brandywine, Inc.
3.4.9	Bowling Green Inn of Pensacola, Inc.
3.4.10	Bowling Green Inn of South Dakota, Inc.
3.4.11	CAPS of Virginia, Inc.
3.4.12	Cartersville Center, Inc.
3.4.13	Charleston Treatment Center Inc.
3.4.14	Clarksburg Treatment Center, Inc.
3.4.15	Comprehensive Addiction Programs, Inc.
3.4.16	Coral Health Services, Inc.
3.4.17	CRC ED Treatment, Inc.
3.4.18	CRC Recovery, Inc.
3.4.19	East Indiana Treatment Center, Inc.
3.4.20	Evansville Treatment Center Inc.
3.4.21	Galax Treatment Center, Inc.
3.4.22	Greenbrier Treatment Center, Inc.
3.4.23	Huntington Treatment Center, Inc.
3.4.24	Indianapolis Treatment Center, Inc.
3.4.25	Jayco Administration, Inc.
3.4.26	Jeff-Grand Management Co., Inc.
3.4.27	Kansas City Treatment Center, Inc.
3.4.28	Mineral County Treatment Center, Inc.
3.4.29	MWB Associates-Massachusetts, Inc.
3.4.30	National Specialty Clinics, Inc.
3.4.31	NSC Acquisition Corp.
3.4.32	Parkersburg Treatment Center, Inc.
3.4.33	Richmond Treatment Center, Inc.
3.4.34	San Diego Health Alliance

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3.4.35	Sheltered Living Incorporated
3.4.36	Sierra Tucson Inc.
3.4.37	Southern Indiana Treatment Center Inc.
3.4.38	Southern West Virginia Treatment Center, Inc.
3.4.39	Southwest Illinois Treatment Center, Inc.
3.4.40	Stonehedge Convalescent Center, Inc.
3.4.41	Transcultural Health Development, Inc.
3.4.42	Treatment Associates, Inc.
3.4.43	Virginia Treatment Center, Inc.
3.4.44	Volunteer Treatment Center, Inc.
3.4.45	WCHS of Colorado (G), Inc.
3.4.46	WCHS, Inc.
3.4.47	Wheeling Treatment Center, Inc.
3.4.48	White Deer Realty, Ltd.
3.4.49	White Deer Run, Inc.
3.4.50	Wichita Treatment Center Inc.
3.4.51	Williamson Treatment Center, Inc.
3.4.52	Wilmington Treatment Center, Inc.
3.5	Partnership Agreement of California Treatment Services
3.6	Partnership Agreement of Milwaukee Health Services System
3.7	Partnership Agreement of San Diego Treatment Services
3.8	Agreement of Limited Partnership of The Camp Recovery Centers, L.P.
4.1	Indenture, dated as of February 6, 2006, by and among CRCA Merger Corporation, CRC Health Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, with respect to the 10 3/4% Senior Subordinated Notes due 2016
4.2	Registration Rights Agreement, dated as of February 6, 2006, by and among CRCA Merger Corporation, CRC Health Corporation, the Guarantors named therein and the Initial Purchasers named therein
4.3	Form of 10 3/4% Senior Subordinated Notes due 2016 (contained in Exhibit 4.1)
5.1	Opinion of Ropes & Gray LLP
5.2	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of California
5.3	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of Illinois
5.4	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of Texas
5.5	Opinion of Powell Goldstein LLP

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5.6	Opinion of Barnes & Thornburg LLP
5.7	Opinion of Foulston Siefkin LLP
5.8	Opinion of Liskow & Lewis, A PLC
5.9	Opinion of Woodburn and Wedge
5.10	Opinion of Ballard Spahr Andrews & Ingersoll, LLP
5.11	Opinion of Trauger & Tuke
5.12	Opinion of Hirschler Fleischer P.C.
5.13	Opinion of Steptoe & Johnson PLLC
5.14	Opinion of LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C.
10.1	Credit Agreement, dated as of February 6, 2006, by and among CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., Citibank, N.A., the other lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse as co-documentation agents and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as co-lead arrangers and joint bookrunners
10.2	Security Agreement, dated as of February 6, 2006, between CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., the Subsidiaries identified therein and Citibank, N.A., as administrative agent
10.3	Guarantee Agreement, dated as of February 6, 2006, among CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., the Subsidiaries named therein and Citibank, N.A. as administrative agent
10.4	Management Agreement dated as of February 6, 2006, by and among CRCA Holdings, Inc. (to be renamed CRC Health Group, Inc.), CRC Intermediate Holdings, Inc., CRCA Merger Corporation and Bain Capital Partners, LLC.
10.5	Employment Agreement between Dr. Barry W. Karlin, CRC Health Group, Inc. and CRC Health Corporation, dated February 6, 2006
10.6	Stockholders Agreement among CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.), CRC Intermediate Holdings, Inc., CRC Health Corporation (f/k/a CRC Health Group, Inc.), the Investors, Other Investors, and Managers named therein, dated as of February 6, 2006
10.7	Form of Executive Letter Agreement re: Fair Market Value Determination of Shares dated February 6, 2006
10.8	2006 Executive Incentive Plan of CRC Health Group, Inc.
10.9	2006 Management Incentive Plan of CRC Health Group, Inc.
10.10	Form of Senior Executive Option Certificate
10.11	Form of Executive Option Certificate
10.12	Form of Management Time Vesting Option Certificate
10.13	Form of Substitute Option Certificate
10.14	Rollover and Subscription Agreement, dated as of February 6, 2006, between CRCA Holdings, Inc. and the investors in CRC Health Group, Inc. listed therein

II-14

12	Statement of Computation of Ratio of Earnings to Fixed Charges
21	Subsidiaries of CRC Health Corporation
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Ropes & Gray LLP (included in the opinion filed herewith as Exhibit 5.1)
23.4	Consent of DLA Piper Rudnick Gray Cary US LLP (included in the opinions filed herewith as Exhibits 5.2, 5.3 and 5.4)
23.5	Consent of Powell Goldstein LLP (included in the opinion filed herewith as Exhibit 5.5)
23.6	Consent of Barnes & Thornburg LLP (included in the opinion filed herewith as Exhibit 5.6)
23.7	Consent of Foulston Siefkin LLP (included in the opinion filed herewith as Exhibit 5.7)
23.8	Consent of Liskow & Lewis, A PLC (included in the opinion filed herewith as Exhibit 5.8)
23.9	Consent of Woodburn and Wedge (included in the opinion filed herewith as Exhibit 5.9)
23.10	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion filed herewith as Exhibit 5.10)
23.11	Consent of Trauger & Tuke (included in the opinion filed herewith as Exhibit 5.11)
23.12	Consent of Hirschler Fleischer P.C. (included in the opinion filed herewith as Exhibit 5.12)
23.13	Consent of Steptoe & Johnson PLLC (included in the opinion filed herewith as Exhibit 5.13)
23.14	Consent of LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C. (included in the opinion filed herewith as Exhibit 5.14)
25	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank National Association, as Trustee.
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(f) Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CRC HEALTH CORPORATION

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman, Chief Executive Officer and President
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer
/S/    BARRY R. MCCAFFREY         Barry R. McCaffrey	Director
/S/    STEVEN BARNES         Steven Barnes	Director
/S/    JOHN CONNAUGHTON         John Connaughton	Director
/S/    CHRIS GORDON         Chris Gordon	Director

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

4therapy.com NETWORK

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

ADVANCED TREATMENT SYSTEMS, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    JEROME E. RHODES         Jerome E. Rhodes	Director

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

ATS OF CECIL COUNTY, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    JEROME E. RHODES         Jerome E. Rhodes	Director

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

ATS OF DELAWARE, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    JEROME E. RHODES         Jerome E. Rhodes	Director

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

ATS OF NORTH CAROLINA, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    JEROME E. RHODES         Jerome E. Rhodes	Director

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

BATON ROUGE TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

BECKLEY TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

BGI OF BRANDYWINE, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

BOWLING GREEN INN OF PENSACOLA, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

BOWLING GREEN INN OF SOUTH DAKOTA, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CALIFORNIA TREATMENT SERVICES
		/S/    KEVIN HOGGE		/S/    KEVIN HOGGE
	By:	Jayco Administration, Inc.	By:	Treatment Associates, Inc.
	Its	Partner	Its	Partner
	By:	Kevin Hogge	By:	Kevin Hogge
	Its	Chief Financial Officer and Director	Its	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Jayco Administration, Inc. and Treatment Associates, Inc., the corporate partners of the Registrant, hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

JAYCO ADMINSTRATION, INC.
Signature	Title
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director
TREATMENT ASSOCIATES, INC.
Signature	Title
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman and Chief Executive Officer
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CAPS OF VIRGINIA, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CARTERSVILLE CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CHARLESTON TREATMENT CENTER INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CLARKSBURG TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

COMPREHENSIVE ADDICTION PROGRAMS, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman, Chief Executive Officer and President
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Senior Vice President and Director
/S/    JEROME E. RHODES         Jerome E. Rhodes	Senior Vice President and Director

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CORAL HEALTH SERVICES, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CRC ED TREATMENT, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

CRC RECOVERY, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman, Chief Executive Officer and President
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

EAST INDIANA TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

EVANSVILLE TREATMENT CENTER INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

GALAX TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

GREENBRIER TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

HUNTINGTON TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

INDIANAPOLIS TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

JAYCO ADMINISTRATION, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

JEFF-GRAND MANAGEMENT CO., INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

KANSAS CITY TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

MILWAUKEE HEALTH SERVICES SYSTEM
		/S/    KEVIN HOGGE		/S/    KEVIN HOGGE
	By:	WCHS, Inc.	By:	Coral Health Services, Inc.
	Its	Partner	Its	Partner
	By:	Kevin Hogge	By:	Kevin Hogge
	Its	Chief Financial Officer and Director	Its	Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of WCHS, Inc. and Coral Health Services, Inc., the corporate partners of the Registrant, hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

WCHS, INC.
Signature	Title
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director
CORAL HEALTH SERVICES, INC.
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

MINERAL COUNTY TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

MWB ASSOCIATES-MASSACHUSETTS, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

NATIONAL SPECIALTY CLINICS, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

NSC ACQUISITION CORP.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman, Chief Executive Officer and President
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	Chief Operating Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

PARKERSBURG TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

RICHMOND TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SAN DIEGO HEALTH ALLIANCE

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SAN DIEGO TREATMENT SERVICES
		/S/    KEVIN HOGGE		/S/    KEVIN HOGGE
	By:	Jayco Administration, Inc.	By:	Treatment Associates, Inc.
	Its	Partner	Its	Partner
	By:	Kevin Hogge	By:	Kevin Hogge
	Its	Chief Financial Officer and Director	Its	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Jayco Administration, Inc. and Treatment Associates, Inc., the corporate partners of the Registrant, hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

JAYCO ADMINISTRATION, INC.

Signature	Title
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

TREATMENT ASSOCIATES, INC.

Signature	Title
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman and Chief Executive Officer
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SHELTERED LIVING INCORPORATED

/s/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/s/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/s/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/s/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SIERRA TUCSON INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SOUTHERN INDIANA TREATMENT CENTER INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

SOUTHWEST ILLINOIS TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

STONEHEDGE CONVALESCENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

STONEHEDGE CONVALESCENT CENTER LIMITED PARTNERSHIP
	/S/    KEVIN HOGGE
By:	Stonehedge Convalescent Center, Inc.
Its	General Partner
By:	Kevin Hogge
Its	Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Stonehedge Convalescent Center, Inc., the corporate general partner of the Registrant, hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

STONEHEDGE CONVALESCENT CENTER, INC.

Signature	Title
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

THE CAMP RECOVERY CENTERS, L.P.
	/S/    KEVIN HOGGE
By:	CRC Recovery, Inc.
Its	General Partner
By:	Kevin Hogge
Its	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of CRC Recovery, Inc., the corporate general partner of the Registrant, hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

CRC RECOVERY, INC.

Signature	Title
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman, Chief Executive Officer and President

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

TRANSCULTURAL HEALTH DEVELOPMENT, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

TREATMENT ASSOCIATES, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman and Chief Executive Officer
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE       Kevin Hogge	Chief Financial Officer
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

VIRGINIA TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	Chief Operating Officer, President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

VOLUNTEER TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer, Vice President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WCHS OF COLORADO (G), INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WCHS, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WHEELING TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WHITE DEER REALTY, LTD.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WHITE DEER RUN, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    DR. BARRY W. KARLIN         Dr. Barry W. Karlin	Chairman and Chief Executive Officer
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WICHITA TREATMENT CENTER INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WILLIAMSON TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    PHILIP L. HERSCHMAN         Philip L. Herschman	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 20th day of June, 2006.

WILMINGTON TREATMENT CENTER, INC.

/S/    KEVIN HOGGE        

Kevin Hogge

Chief Financial Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Dr. Barry W. Karlin and Kevin Hogge (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, June lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 20, 2006.

Signature	Title
Principal Executive Officer:
/S/    JEROME E. RHODES         Jerome E. Rhodes	President and Director
Principal Financial and Accounting Officer:
/S/    KEVIN HOGGE         Kevin Hogge	Chief Financial Officer and Director
/S/    KATHLEEN SYLVIA         Kathleen Sylvia	Director

II-74

EXHIBIT INDEX

2.1	Agreement and Plan of Merger among CRCA Holdings, Inc., CRCA Merger Corporation and CRC Health Group, Inc. dated as of October 8, 2005
3.1	Certificate of Incorporation of CRC Health Corporation, with amendments
	Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
3.2.1	4therapy.com NETWORK
3.2.2	Advanced Treatment Systems, Inc.
3.2.3	ATS of Cecil County, Inc.
3.2.4	ATS of Delaware, Inc.
3.2.5	ATS of North Carolina, Inc.
3.2.6	Baton Rouge Treatment Center, Inc.
3.2.7	Beckley Treatment Center, Inc.
3.2.8	BGI of Brandywine, Inc.
3.2.9	Bowling Green Inn of Pensacola, Inc.
3.2.10	Bowling Green Inn of South Dakota, Inc.
3.2.11	CAPS of Virginia, Inc.
3.2.12	Cartersville Center, Inc.
3.2.13	Charleston Treatment Center Inc.
3.2.14	Clarksburg Treatment Center, Inc.
3.2.15	Comprehensive Addiction Programs, Inc.
3.2.16	Coral Health Services, Inc.
3.2.17	CRC ED Treatment, Inc.
3.2.18	CRC Recovery, Inc.
3.2.19	East Indiana Treatment Center, Inc.
3.2.20	Evansville Treatment Center Inc.
3.2.21	Galax Treatment Center, Inc.
3.2.22	Greenbrier Treatment Center, Inc.
3.2.23	Huntington Treatment Center, Inc.
3.2.24	Indianapolis Treatment Center, Inc.
3.2.25	Jayco Administration, Inc.
3.2.26	Jeff-Grand Management Co., Inc.
3.2.27	Kansas City Treatment Center, Inc.
3.2.28	Mineral County Treatment Center, Inc.
3.2.29	MWB Associates-Massachusetts, Inc.
3.2.30	National Specialty Clinics, Inc.

3.2.31	NSC Acquisition Corp.
3.2.32	Parkersburg Treatment Center, Inc.
3.2.33	Richmond Treatment Center, Inc.
3.2.34	San Diego Health Alliance
3.2.35	Sheltered Living Incorporated
3.2.36	Sierra Tucson Inc.
3.2.37	Southern Indiana Treatment Center Inc.
3.2.38	Southern West Virginia Treatment Center, Inc.
3.2.39	Southwest Illinois Treatment Center, Inc.
3.2.40	Stonehedge Convalescent Center, Inc.
3.2.41	Stonehedge Convalescent Center Limited Partnership
3.2.42	The Camp Recovery Centers, L.P.
3.2.43	Transcultural Health Development, Inc.
3.2.44	Treatment Associates, Inc.
3.2.45	Virginia Treatment Center, Inc.
3.2.46	Volunteer Treatment Center, Inc.
3.2.47	WCHS of Colorado (G), Inc.
3.2.48	WCHS, Inc.
3.2.49	Wheeling Treatment Center, Inc.
3.2.50	White Deer Realty, Ltd.
3.2.51	White Deer Run, Inc.
3.2.52	Wichita Treatment Center Inc.
3.2.53	Williamson Treatment Center, Inc.
3.2.54	Wilmington Treatment Center, Inc.
3.3	By-laws of CRC Health Corporation
	By-laws of the following additional registrants:
3.4.1	4therapy.com NETWORK
3.4.2	Advanced Treatment Systems, Inc.
3.4.3	ATS of Cecil County, Inc.
3.4.4	ATS of Delaware, Inc.
3.4.5	ATS of North Carolina, Inc.
3.4.6	Baton Rouge Treatment Center, Inc.
3.4.7	Beckley Treatment Center, Inc.
3.4.8	BGI of Brandywine, Inc.
3.4.9	Bowling Green Inn of Pensacola, Inc.

3.4.10	Bowling Green Inn of South Dakota, Inc.
3.4.11	CAPS of Virginia, Inc.
3.4.12	Cartersville Center, Inc.
3.4.13	Charleston Treatment Center Inc.
3.4.14	Clarksburg Treatment Center, Inc.
3.4.15	Comprehensive Addiction Programs, Inc.
3.4.16	Coral Health Services, Inc.
3.4.17	CRC ED Treatment, Inc.
3.4.18	CRC Recovery, Inc.
3.4.19	East Indiana Treatment Center, Inc.
3.4.20	Evansville Treatment Center Inc.
3.4.21	Galax Treatment Center, Inc.
3.4.22	Greenbrier Treatment Center, Inc.
3.4.23	Huntington Treatment Center, Inc.
3.4.24	Indianapolis Treatment Center, Inc.
3.4.25	Jayco Administration, Inc.
3.4.26	Jeff-Grand Management Co., Inc.
3.4.27	Kansas City Treatment Center, Inc.
3.4.28	Mineral County Treatment Center, Inc.
3.4.29	MWB Associates-Massachusetts, Inc.
3.4.30	National Specialty Clinics, Inc.
3.4.31	NSC Acquisition Corp.
3.4.32	Parkersburg Treatment Center, Inc.
3.4.33	Richmond Treatment Center, Inc.
3.4.34	San Diego Health Alliance
3.4.35	Sheltered Living Incorporated
3.4.36	Sierra Tucson Inc.
3.4.37	Southern Indiana Treatment Center Inc.
3.4.38	Southern West Virginia Treatment Center, Inc.
3.4.39	Southwest Illinois Treatment Center, Inc.
3.4.40	Stonehedge Convalescent Center, Inc.
3.4.41	Transcultural Health Development, Inc.
3.4.42	Treatment Associates, Inc.
3.4.43	Virginia Treatment Center, Inc.
3.4.44	Volunteer Treatment Center, Inc.

3.4.45	WCHS of Colorado (G), Inc.
3.4.46	WCHS, Inc.
3.4.47	Wheeling Treatment Center, Inc.
3.4.48	White Deer Realty, Ltd.
3.4.49	White Deer Run, Inc.
3.4.50	Wichita Treatment Center Inc.
3.4.51	Williamson Treatment Center, Inc.
3.4.52	Wilmington Treatment Center, Inc.
3.5	Partnership Agreement of California Treatment Services
3.6	Partnership Agreement of Milwaukee Health Services System
3.7	Partnership Agreement of San Diego Treatment Services
3.8	Agreement of Limited Partnership of The Camp Recovery Centers, L.P.
4.1	Indenture, dated as of February 6, 2006, by and among CRCA Merger Corporation, CRC Health Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee, with respect to the 10 3/4% Senior Subordinated Notes due 2016
4.2	Registration Rights Agreement, dated as of February 6, 2006, by and among CRCA Merger Corporation, CRC Health Corporation, the Guarantors named therein and the Initial Purchasers named therein
4.3	Form of 10 3/4% Senior Subordinated Notes due 2016 (contained in Exhibit 4.1)
5.1	Opinion of Ropes & Gray LLP
5.2	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of California
5.3	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of Illinois
5.4	Opinion of DLA Piper Rudnick Gray Cary US LLP relating to subsidiaries organized under the laws of Texas
5.5	Opinion of Powell Goldstein LLP
5.6	Opinion of Barnes & Thornburg LLP
5.7	Opinion of Foulston Siefkin LLP
5.8	Opinion of Liskow & Lewis, A PLC
5.9	Opinion of Woodburn and Wedge
5.10	Opinion of Ballard Spahr Andrews & Ingersoll, LLP
5.11	Opinion of Trauger & Tuke
5.12	Opinion of Hirschler Fleischer P.C.
5.13	Opinion of Steptoe & Johnson PLLC
5.14	Opinion of LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C.

10.1	Credit Agreement, dated as of February 6, 2006, by and among CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., Citibank, N.A., the other lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse as co-documentation agents and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as co-lead arrangers and joint bookrunners
10.2	Security Agreement, dated as of February 6, 2006, between CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., the Subsidiaries identified therein and Citibank, N.A., as administrative agent
10.3	Guarantee Agreement, dated as of February 6, 2006, among CRC Health Group, Inc. (to be renamed CRC Health Corporation), CRC Intermediate Holdings, Inc., the Subsidiaries named therein and Citibank, N.A. as administrative agent
10.4	Management Agreement dated as of February 6, 2006, by and among CRCA Holdings, Inc. (to be renamed CRC Health Group, Inc.), CRC Intermediate Holdings, Inc., CRCA Merger Corporation and Bain Capital Partners, LLC.
10.5	Employment Agreement between Dr. Barry W. Karlin, CRC Health Group, Inc. and CRC Health Corporation, dated February 6, 2006
10.6	Stockholders Agreement among CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.), CRC Intermediate Holdings, Inc., CRC Health Corporation (f/k/a CRC Health Group, Inc.), the Investors, Other Investors, and Managers named therein, dated as of February 6, 2006
10.7	Form of Executive Letter Agreement re: Fair Market Value Determination of Shares dated February 6, 2006
10.8	2006 Executive Incentive Plan of CRC Health Group, Inc.
10.9	2006 Management Incentive Plan of CRC Health Group, Inc.
10.10	Form of Senior Executive Option Certificate
10.11	Form of Executive Option Certificate
10.12	Form of Management Time Vesting Option Certificate
10.13	Form of Substitute Option Certificate
10.14	Rollover and Subscription Agreement, dated as of February 6, 2006, between CRCA Holdings, Inc. and the investors in CRC Health Group, Inc. listed therein
12	Statement of Computation of Ratio of Earnings to Fixed Charges
21	Subsidiaries of CRC Health Corporation
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Ropes & Gray LLP (included in the opinion filed herewith as Exhibit 5.1)
23.4	Consent of DLA Piper Rudnick Gray Cary US LLP (included in the opinions filed herewith as Exhibits 5.2, 5.3 and 5.4)
23.5	Consent of Powell Goldstein LLP (included in the opinion filed herewith as Exhibit 5.5)
23.6	Consent of Barnes & Thornburg LLP (included in the opinion filed herewith as Exhibit 5.6)

23.7	Consent of Foulston Siefkin LLP (included in the opinion filed herewith as Exhibit 5.7)
23.8	Consent of Liskow & Lewis, A PLC (included in the opinion filed herewith as Exhibit 5.8)
23.9	Consent of Woodburn and Wedge (included in the opinion filed herewith as Exhibit 5.9)
23.10	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion filed herewith as Exhibit 5.10)
23.11	Consent of Trauger & Tuke (included in the opinion filed herewith as Exhibit 5.11)
23.12	Consent of Hirschler Fleischer P.C. (included in the opinion filed herewith as Exhibit 5.12)
23.13	Consent of Steptoe & Johnson PLLC (included in the opinion filed herewith as Exhibit 5.13)
23.14	Consent of LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C. (included in the opinion filed herewith as Exhibit 5.14)
25	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank National Association, as Trustee.
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

EX-2.1

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

among

CRCA HOLDINGS, INC.,

CRCA MERGER CORPORATION,

and

CRC HEALTH GROUP, INC.

Dated as of October 8, 2005

ARTICLE I

THE MERGER; CONVERSION OF SHARES; CANCELLATION OF CONVERTIBLE INSTRUMENTS		1
1.1	The Merger	1
1.2	Merger Consideration.	2
1.3	Closing; Effective Time	3
1.4	Conversion of Shares:	6
1.5	Company Warrants.	7
1.6	Cancellation of Company Options.	7
1.7	Certificate of Incorporation; By-Laws.	8
1.8	Directors and Officers of the Surviving Corporation.	8
1.9	Dissenting Stockholders.	8
1.10	Paying Agent.	9
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
2.1	Corporate Status, etc.	11
2.2	Capitalization.	11
2.3	Conflicts, Consents.	13
2.4	Financial Statements.	14
2.5	Absence of Undisclosed Liabilities	15
2.6	Events Subsequent to Latest Financial Statements	15
2.7	Tax Matters	17
2.8	Litigation	18
2.9	Compliance with Laws; Permits.	18
2.10	Employee Benefits.	19
2.11	Labor Matters	20
2.12	Real Property; Tangible Property.	21
2.13	Intellectual Property.	22
2.14	Contracts	23
2.15	Insurance	25
2.16	Environmental Matters	25
2.17	Affiliate Transactions	26
2.18	Brokers	26
2.19	Certain Healthcare Legal Matters	27

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO		28
3.1	Corporate Status	28
3.2	Authorization, etc	28
3.3	No Conflicts; Consents.	28
3.4	Litigation	29
3.5	Financial Ability to Perform	29
3.6	Brokers	30
3.7	Formation of MergerCo; No Prior Activities	30
ARTICLE IV
COVENANTS		31
4.1	Conduct of the Company and its Subsidiaries	31
4.2	Satisfaction of Closing Conditions.	32
4.3	Access and Information.	33
4.4	Contact with Payors, Suppliers, Governmental Entities, etc	33
4.5	Publicity.	34
4.6	Employee Matters	34
4.7	Transfer Taxes	35
4.8	Indemnification of Directors and Officers.	35
4.9	Transfer of Ownership	36
4.10	Financing.	37
ARTICLE V
CONDITIONS TO CLOSING		40
5.1	Conditions to the Obligations of the Company, Parent and MergerCo	40
5.2	Conditions to the Obligation of Parent and MergerCo	40
5.3	Conditions to the Obligation of the Company	41
ARTICLE VI
NO SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS		42
6.1	No Survival of Representations, Warranties and Covenants	42

ii

ARTICLE VII
TERMINATION		42
7.1	Termination	42
7.2	Effect of Termination	43
ARTICLE VIII
DEFINITIONS AND INTERPRETATION		44
8.1	Definition of Certain Terms; Interpretation	44
8.2	Disclosure Letter	55
ARTICLE IX
GENERAL PROVISIONS		56
9.1	Expenses	56
9.2	Further Actions	56
9.3	Certain Limitations	56
9.4	Notices	56
9.5	Limited Disclosure	58
9.6	Binding Effect.	58
9.7	Assignment; Successors.	58
9.8	Amendment; Waivers, etc	59
9.9	Entire Agreement	59
9.10	Severability	59
9.11	Headings	59
9.12	Counterparts	59
9.13	Governing Law	59
9.14	Consent to Jurisdiction, etc.	60
9.15	Waiver of Punitive and Other Damages and Jury Trial.	60
9.16	Specific Performance	61

iii

AGREEMENT AND PLAN OF MERGER, dated as of October 8, 2005, among CRCA Holdings, Inc., a Delaware corporation (“Parent”), CRCA Merger Corporation, a Delaware corporation (“MergerCo”), and CRC Health Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein are defined in Article VIII.

R E C I T A L S:

A. The respective Boards of Directors of Parent, MergerCo and the Company have determined that it is advisable and in the best interests of their respective stockholders for MergerCo to merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of such Merger, upon the terms and subject to the conditions set forth in this Agreement.

B. On or prior to the date hereof, Parent, acting as the sole shareholder of MergerCo, has approved the Merger, and the Company has obtained the Requisite Consent of Stockholders approving the Merger, upon the terms and subject to the conditions set forth in this Agreement.

C. Effective immediately prior to the Effective Time, the Company intends to redeem the Redeemable Shares at the Redemption Price in accordance with the terms of its certificate of incorporation.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

THE MERGER; CONVERSION OF SHARES;

CANCELLATION OF CONVERTIBLE INSTRUMENTS

1.1 The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective Time, MergerCo shall be merged with and into the Company and the separate corporate existence of MergerCo shall cease. After the Merger, the Company shall continue as the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The Merger shall have the effect as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all the rights, privileges, immunities, powers and franchises of the Company and MergerCo shall vest in the Surviving Corporation and all restrictions, obligations, duties, debts and liabilities of the Company and MergerCo shall be the restrictions, obligations, duties, debts and liabilities of the Surviving Corporation.

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1.2 Merger Consideration; Net Working Capital.

(a) The total consideration to be paid by Parent and MergerCo in respect of the Merger shall be equal to $720,000,000 (as adjusted in accordance with Section 1.2(b), the “Aggregate Merger Consideration”).

(b) For the purpose of determining the Aggregate Merger Consideration:

(i) the Company will deliver to Parent and MergerCo, not less than three Business Days prior to the anticipated Closing Date, a statement certified by the chief financial officer of the Company, that will set forth: (1) the aggregate purchase price, based on enterprise value, agreed upon by Parent and the Company (the “Acquisition Purchase Price”) that is deemed paid by the Company or any of its Subsidiaries for all acquisitions of any Person, substantially all of the assets or business of any Person or any real property, in each case, to which Parent has consented under Section 4.1, consummated or to be consummated after the date hereof but on or prior to the Closing (such acquisitions, the “Add-on Acquisitions”), and (2), if the transactions contemplated by the Stock Purchase Agreement, dated as of September 28, 2005, between the stockholders of 4therapy.com Network and CRC Health Corporation (the “4therapy Acquisition”) will not be consummated on or prior to the Closing, a statement to that effect, together with, in the case of clause (1), supporting information in reasonable detail; and

(ii) the Aggregate Merger Consideration will be increased by the Acquisition Purchase Price and decreased by, if the 4therapy Acquisition will not be consummated on or prior to the Closing, an amount equal to $5.0 million.

(c) For the purposes of estimating the Net Working Capital of the Company and its Subsidiaries as of the Closing:

(i) The Company will deliver to Parent and MergerCo, not less than three Business Days prior to the anticipated Closing Date, a statement, certified by each of the chief financial officer and chief executive officer of the Company (the “Estimated Net Working Capital Statement”), that will set forth their good faith estimate of the Net Working Capital of the Company and its Subsidiaries as of the close of business on the anticipated Closing Date determined in accordance with GAAP applied on a consistent basis with the preparation of the June Financial Statements (as adjusted pursuant to Section 1.2(c)(ii), the “Estimated Net Working Capital”).

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(ii) The Estimated Net Working Capital, Target Net Working Capital and/or Minimum Cash Level will be adjusted by the mutual agreement of the parties to take into account any Add-on Acquisition.

(iii) Following the delivery of such statement and prior to the Closing:

(1) if the Estimated Net Working Capital is less than $8,500,000 (the “Target Net Working Capital”), or the cash included in the Estimated Net Working Capital is less than $500,000 (the “Minimum Cash Level”), the Company will incur additional indebtedness pursuant to the revolving credit facility provided under the Credit Agreement such that (x) the cash drawn from such revolving credit facility, when added to the Estimated Net Working Capital is at least equal to the Target Net Working Capital, and (y) the cash drawn from such revolving credit facility, when added to the cash included in the Estimated Net Working Capital is at least equal to the Minimum Cash Level; and

(2) if the Estimated Net Working Capital is greater than the Target Net Working Capital, the Company may use any cash to prepay any indebtedness under the Credit Agreement so long as (x) the Estimated Net Working Capital less the amount of such cash is at least equal to the Target Net Working Capital and (y) the cash included the Estimated Net Working Capital, less the amount of such cash, is at least equal to the Minimum Cash Level.

1.3 Closing; Effective Time.

(a) The closing of the Merger (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, at 10:00 a.m., New York time, on the date following the satisfaction or waiver of the conditions set forth in Article V (other than conditions which, by their nature, are to be satisfied at the Closing, but subject to the waiver or satisfaction of those conditions) that is the earlier of (x) a date during the Marketing Period to be specified by MergerCo on no less than three Business Days’ notice to the Company and (y) the final day of the Marketing Period, or at such other place, time and date as the parties may agree. The “Closing Date” shall be the date upon which the Closing occurs.

(b) On the Closing Date, MergerCo and the Company will cause the appropriate certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in such form and executed as provided in Section 251(c) of the DGCL. The Merger will become effective at the time when the Certificate of Merger has been duly filed with the Delaware Secretary of State, or such later time as may be specified in the Certificate of Merger (the “Effective Time”).

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(c) Subject to the terms and conditions of this Agreement, at the Closing immediately prior to the Effective Time, MergerCo shall pay to the Company an amount equal to the Aggregate Merger Consideration by wire transfer of immediately available funds (based on the amounts set forth in a certificate delivered by the Company as provided in the last paragraph of this Section 1.3(c)), and the Company shall use such amount as follows:

(i) immediately prior to the Effective Time, the Company shall pay, and/or shall cause its wholly owned subsidiary, CRC Health Corporation, to pay, in each case, by wire transfer of immediately available funds, amounts sufficient to repay in full all outstanding principal, interest and all other amounts due and payable at the Effective Time under, and to satisfy and discharge the obligations of the Company and CRC Health Corporation in respect of, the Credit Agreement and the Senior Subordinated Notes and the Company will take such other steps as may be necessary to cause the satisfaction and discharge all of such obligations thereunder;

(ii) immediately prior to the Effective Time, the Company shall pay all expenses it incurred in connection with the Merger but not yet paid, including without limitation, by paying by wire transfer of immediately available funds, the Transaction Expenses, but excluding the out-of-pocket transaction costs referred to in Section 4.10(b);

(iii) as soon as practicable after the Effective Time, but in no event more than 5 days following the Effective Time, the Surviving Corporation shall deliver to each holder of a Company Option an aggregate amount in cash equal to the Option Cancellation Payment with respect to such holder as determined in accordance with Sections 1.6(a)(i) and 1.6(a)(ii), without interest thereon, by (1) wire transfer of immediately available funds in the case of each holder of a Company Option covering more than 100,000 shares of Common Stock immediately prior to the Effective Time, and (2) check in the case of each holder of a Company Option covering 100,000 or fewer shares of Common Stock immediately prior to the Effective Time (it being understood that any such payment to an employee shall be made through the Company’s payroll system if practicable to do so);

(iv) immediately after the Effective Time, the Surviving Corporation or the Paying Agent shall deliver to each holder of Company Stock who has delivered to the Paying Agent a duly executed Letter of Transmittal and surrendered the applicable Certificate or Certificates an aggregate amount in cash

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equal to the product of the number of shares represented by such Certificate or Certificates and the applicable Per Share Merger Consideration, without interest thereon, by (1) wire transfer of immediately available funds in the case of each holder of more than 100,000 shares of Company Stock, and (2) check or wire transfer in the case of each holder of 100,000 or fewer shares of Company Stock; and

(v) from time to time following the Effective Time, the Surviving Corporation shall deliver to each holder of a Company Warrant who has delivered to the Surviving Corporation a duly executed exercise notice, payment of the applicable Exercise Price and surrendered the applicable Company Warrant, an aggregate amount in cash equal to the product of the number of shares represented by such Company Warrant and the applicable Per Share Merger Consideration, without interest thereon, by (1) wire transfer of immediately available funds in the case of each holder of a Company Warrant covering more than 100,000 shares of Company Stock, and (2) check in the case of each holder of a Company Warrant covering 100,000 or fewer shares of Company Stock.

In order to facilitate the payments contemplated by this Section 1.3(c), the Company will deliver to Parent and to MergerCo not less than three Business Days prior to the anticipated Closing Date a statement, certified by the chief financial officer of the Company, that will set forth: (1) the aggregate amount payable to each lender under the Credit Agreement and the Senior Subordinated Notes pursuant to Section 1.3(c)(i), (2) the Transaction Expenses payable pursuant to Section 1.3(c)(ii), (3) the aggregate Option Cancellation Payment payable to the holder of each Company Option pursuant to Section 1.3(c)(iii) and the amount thereof required to be withheld, (4) the Per Share Merger Consideration applicable to each class of Company Stock, the calculation of such amount based on the Aggregate Merger Consideration, the Aggregate Equity Merger Consideration and the aggregate Per Share Merger Consideration payable to each holder of Company Stock pursuant to Section 1.3(c)(iv), (5) the aggregate amount payable to the holder of each Company Warrant pursuant to Section 1.3(c)(v), (6) the Closing Date Debt and (7) the wire transfer or other payment instructions with respect to the payments to be made pursuant to Sections 1.3(c)(i) and 1.3(c)(ii). All of the calculations and amounts set forth in such statement shall be deemed to be conclusive and binding on the parties absent manifest error or change in circumstances prior to the Effective Time.

(d) Subject to the terms and conditions of this Agreement, at and in connection with the Closing:

(i) each holder of an outstanding Certificate or Certificates that prior thereto represented shares of Company Stock will, in accordance with the procedures described in Section 1.10(d) and the applicable Letter of Transmittal, deliver to the Surviving Corporation, in exchange for the Per Share Merger

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Consideration (paid as provided in Section 1.3(c) above) such Certificate or Certificates, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps, together with the wire transfer or other payment instructions with respect to each such payment; and

(ii) the Surviving Corporation shall issue to Parent a stock certificate or certificates representing 1,000 shares of Surviving Corporation Common Stock in exchange for the certificate or certificates which formerly represented all outstanding shares of MergerCo Common Stock, which shall be canceled.

1.4 Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holders of any shares of Company Stock, or of the MergerCo Common Stock:

(a) Each share of Company Stock (other than shares of Company Stock held as treasury stock) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive:

(1) in relation to each share of Series A Preferred Stock, an amount equal to $1.10 (the “Series A Liquidation Price”);

(2) in relation to each share of Series A-2 Preferred Stock, an amount equal to $0.46 (the “Series A-2 Liquidation Price”);

(3) in relation to each share of Series C Preferred Stock, an amount equal to (1) $0.46 (the “Series C Liquidation Price” and together with Series A Liquidation Price and Series A-2 Liquidation Price, the “Liquidation Prices”), plus (2) the Common Stock Per Share Merger Consideration; and

(4) in relation to each share of Common Stock, the Common Stock Per Share Merger Consideration.

The issued and outstanding Company Stock, when converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration applicable to such Company Stock upon the surrender of such Certificate in the manner provided in and in accordance with Section 1.3(c).

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(b) All shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and shall cease to exist and no Per Share Merger Consideration shall be delivered in exchange therefor.

(c) Each share of MergerCo Common Stock issued and outstanding immediately prior to the Effective Time (1,000 shares, in the aggregate) shall be converted into and exchangeable for one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation (“Surviving Corporation Common Stock”). From and after the Effective Time, each outstanding certificate theretofore representing shares of MergerCo Common Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation Common Stock into which such shares of MergerCo Common Stock shall have been converted.

1.5 Company Warrants. Promptly following the Effective Time but in no event more than 30 days following the Effective Time, Parent shall cause the Surviving Corporation to deliver to each holder of Company Warrants outstanding immediately prior to the Effective Time the undertakings required by the warrant certificates (as in effect on the date hereof) representing such Company Warrants.

1.6 Cancellation of Company Options.

(a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

(i) each Company Option (including options that vest as a result of the Merger) under the Stock Plans shall be canceled in exchange for a single lump sum cash payment, which shall be paid as soon as practicable, but in no event more than 5 days following the Effective Time, equal to (x) the excess, if any, of the Common Stock Per Share Merger Consideration over the Exercise Price per share of such Company Option, multiplied by (y) the number of shares of Common Stock covered by such Company Option immediately prior to the Effective Time (the “Option Cancellation Payment”); and

(ii) the Surviving Corporation shall deduct and withhold, or cause to be deducted or withheld, from any Option Cancellation Payment made hereunder, such amounts as are required to be deducted and withheld under the Code, or any provision of applicable U.S. federal, state, local or foreign Tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Company Options in respect of which such deduction and withholding was made.

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(b) Prior to the Closing, the Company shall take or cause to be taken any and all actions reasonably necessary, including by amending the Stock Plans, and shall use its reasonable best efforts to obtain any necessary consent of each holder of Company Options, to give effect to the treatment of Company Options pursuant to this Section 1.6.

1.7 Certificate of Incorporation; By-Laws.

(a) The certificate of incorporation of MergerCo as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended in accordance with the terms thereof and the DGCL.

(b) The By-laws of MergerCo as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until thereafter duly amended as provided by applicable law, the certificate of incorporation of the Surviving Corporation and such By-laws.

1.8 Directors and Officers of the Surviving Corporation.

(a) The directors of MergerCo immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and By-laws.

(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.

1.9 Dissenting Stockholders.

(a) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Stock held by a person (a “Dissenting Stockholder”) who has not voted to adopt this Agreement and who properly demands appraisal for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted as described in Section 1.4, but shall, as of the Effective Time, be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of Company Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Company Stock shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 1.4.

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(b) The Company shall give Parent and MergerCo (i) prompt notice of any demands for appraisal of shares of Company Stock received by the Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands, and the Company shall not, without the prior written consent of Parent, such consent not to be unreasonably withheld, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

1.10 Paying Agent.

(a) Notices to Stockholders. As promptly as practicable after the date hereof, the Company shall, or shall cause a paying agent (the “Paying Agent”) to, mail to each holder of record of Company Stock on the applicable record date (i) the notices required in connection with having obtained the Requisite Consent of Stockholders approving the Merger by Section 228(e) of the DGCL, including an information statement describing in reasonable detail the Merger and this Agreement, (ii) the notice to stockholders of their appraisal rights under Section 262 of the DGCL, (iii) the notices required under Sections 6.5 and 6.7 of the Company’s certificate of incorporation, (iv) a letter of transmittal specifying that delivery shall be effected, and risk of loss of the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in customary form and have such other provisions as the Company may reasonably specify (the “Letter of Transmittal”), and (v) instructions for effecting the surrender of such Certificates for payment.

(b) Notices to Holders of Redeemable Shares. As promptly as practicable after the date hereof, the Company shall, or shall cause the Paying Agent to, mail to each holder of record of Redeemable Shares the notice required under Section 7.1(b) of the Company’s certificate of incorporation.

(c) Notices to Warrantholders. As promptly as practicable after the date hereof, the Company shall mail to each holder of a Company Warrant notice of the proposed Merger in accordance with the terms of such Company Warrant.

(d) Letters of Transmittal. The Letter of Transmittal shall specify that in the event of a termination of this Agreement prior to the Closing, pursuant to Section 7.1 or otherwise, the Paying Agent shall return the Certificates in its possession to the holder of record. At or after the Effective Time, upon surrender of a Certificate to the Paying Agent together with the applicable transmittal documents, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Per Share Merger Consideration multiplied by the

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number of shares represented by such Certificate, without any interest thereon. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares to such a transferee if the Certificate representing such shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

(e) Share Transfer Books. At and after the Effective Time, there shall be no transfers on the share transfer books of the Company of any shares of Company Stock that were outstanding immediately prior to the Effective Time. After the Effective Time, Certificates for shares of Company Stock shall represent only the right to receive the Per Share Merger Consideration into which such shares of Company Stock were converted as provided in Section 1.4 at the Effective Time without interest.

(f) Payments to Paying Agent. The Surviving Corporation shall, immediately after the Effective Time, provide the Paying Agent with cash in amounts contemplated in Section 1.4 in respect of Certificates surrendered pursuant to a Letter of Transmittal prior to the Effective Time, and, in relation to each Certificate surrendered pursuant to a Letter of Transmittal after the Effective Time, the Surviving Corporation shall promptly provide the Paying Agent with cash in amounts contemplated in Section 1.4 as and when such cash is needed by the Paying Agent after such surrender.

(g) Unclaimed Consideration. Six months after the Effective Time, the Surviving Corporation shall cause the Paying Agent to deliver any portion of the Per Share Merger Consideration that it holds and that remains unclaimed to the Surviving Corporation. Any holder of Company Stock immediately prior to the Effective Time who has not theretofore complied with this Section 1.10 shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of any portion of the Per Share Merger Consideration that may be payable upon surrender of any Certificates such holder holds, as determined pursuant to this Agreement, as a general creditor and without any interest thereon.

(h) No Liability. None of the Company, the Surviving Corporation, Parent and their Affiliates, the Paying Agent or any other person shall be liable for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

(i) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by MergerCo or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as MergerCo or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation shall

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direct the Paying Agent to issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect of the shares of Company Stock represented thereby pursuant to this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

Except as set forth in the disclosure letter delivered to Parent and MergerCo on the date hereof (the “Disclosure Letter”), the Company represents and warrants to Parent and MergerCo as follows:

2.1 Corporate Status, etc.

(a) Organization. Schedule 2.1(a) of the Disclosure Letter lists all of the Company’s Subsidiaries and their respective jurisdictions of incorporation. Each of the Company and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the failure to be so qualified would be reasonably likely to have a Material Adverse Effect.

(b) Authorization, etc. The Company has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement have been duly authorized by the board of directors of the Company and the Requisite Consent of Stockholders, which constitute all requisite corporate authorization on the part of the Company and its Subsidiaries for such action. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

2.2 Capitalization.

(a) The Company. As of the date hereof, the authorized Company Stock consists of:

(i) 383,090,909 shares of common stock, par value $0.000001 per share, all of which have been duly authorized, divided into (1) 378,090,843 shares of Series A Common Stock, par value $0.000001 per share (“Common Stock”), of

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which 8,622,711 shares have been validly issued and are outstanding and are fully paid and nonassessable, and (2) 5,000,066 shares of Series A-1 Redeemable common stock, par value $0.000001 per share (“Series A-1 Redeemable Common Stock”), of which 2,824,867 shares have been validly issued and are outstanding and are fully paid and nonassessable; and

(ii) 319,731,730 shares of preferred stock, par value $0.000001 per share (“Preferred Stock”), all of which have been duly authorized, divided into (1) 27,857,595 shares designated as Series A Preferred Stock, par value $0.000001 per share (“Series A Preferred Stock”), of which 6,310,663 shares have been validly issued and are outstanding and are fully paid and nonassessable, (2) 1,874,135 shares designated as Series A-1 Redeemable Preferred Stock, par value $0.000001 per share (“Series A-1 Redeemable Preferred Stock” and together with the Series A-1 Redeemable Common Stock, the “Redeemable Shares”), of which 1,874,135 shares have been validly issued and are outstanding and are fully paid and nonassessable, (3) 60,000,000 shares designated as Series A-2 Preferred Stock, par value $0.000001 per share (“Series A-2 Preferred Stock”), of which 42,676,712 shares have been validly issued and are outstanding, and (4) 230,000,000 shares designated as Series C Convertible Participating Preferred Stock, par value $0.000001 per share (“Series C Preferred Stock”), of which 208,712,678 shares have been validly issued and are outstanding and are fully paid and nonassessable.

Schedule 2.2(a) of the Disclosure Letter sets forth, as of the date hereof, all Persons owning of record any outstanding shares of capital stock of the Company and the number of shares thereof owned by such Person.

(b) Subsidiaries. Schedule 2.2(b) of the Disclosure Letter lists for each Subsidiary of the Company the shares of capital stock of such Subsidiary that are authorized, the shares of capital stock of such Subsidiary that are issued and outstanding and the Persons owning such issued and outstanding shares. All issued and outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Persons listed in Schedule 2.2(b) of the Disclosure Letter free and clear of any Liens.

(c) Convertible Instruments. As of the date hereof, the Company has granted or issued and has outstanding:

(i) Company Options under the Stock Plans exercisable for 26,477,272 shares of Common Stock (and Company Options relating to an additional 4,164,654 shares of Common Stock remain available for grant under the Stock Plans), all of which will be vested and exercisable as of the Effective Time (unless earlier canceled in accordance with their terms); and

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(ii) Common Stock Warrants exercisable for 1,168,633 shares of Common Stock, Series A Preferred Stock Warrants exercisable for 220,423 shares of Series A Preferred Stock, Series A-1 Redeemable Preferred Stock Warrants exercisable for 3,009 shares of Series A-1 Redeemable Preferred Stock, Series A-2 Preferred Stock Warrants exercisable for 1,490,649 shares of Series A-2 Preferred Stock and Series C Preferred Stock Warrants exercisable for 7,290,093 shares of Series C Preferred Stock.

Schedule 2.2(c) of the Disclosure Letter sets forth, as of the date hereof, all Persons owning of record any outstanding Company Options and Company Warrants and the number of each thereof owned by such Person.

(d) Agreements with Respect to Company Stock, etc. Other than as set forth in the Shareholders Agreement, the certificate of incorporation of the Company, or in Section 2.2(c) hereof, there are no (i) preemptive or similar rights on the part of any holders of any class of securities of the Company or any of its Subsidiaries; (ii) subscriptions, options, restricted stock, warrants, conversion, exchange or other rights, agreements, commitments, arrangements or understandings of any kind obligating the Company or any of its Subsidiaries, contingently or otherwise, to issue or sell, or cause to be issued and sold, any shares of or other interest in capital stock of any class of the Company or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares; (iii) outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any of its Subsidiaries; (iv) stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is bound relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of the Company or any of its Subsidiaries; or (v) outstanding dividends, whether current or accumulated, due or payable on any of the capital stock of the Company or any of its Subsidiaries.

(e) Equity Interests. Except for the Subsidiaries, the Company does not own any capital stock of or other equity securities or interests in any other Person. The Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person.

2.3 Conflicts, Consents.

(a) Conflicts. The execution and delivery of this Agreement by the Company, and the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby (i) do not conflict with the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the Consents referred to in Section 2.3(b), do not conflict with, violate, breach or result in a

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default under (with or without the giving of notice or the lapse of time), give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, any Permit or any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties or assets are bound or result in the creation or imposition of any Liens other than Liens created by or resulting from the actions of Parent, MergerCo or any of its Affiliates, or (iii) violate any law applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses of benefits and Liens that would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder.

(b) Consents. Except as may be required under the HSR Act or as set forth in Schedule 2.3(b) of the Disclosure Letter, no notice to (other than to fiscal intermediaries, agents or carriers with respect to any governmental program or benefit), Consent of or with any court, Governmental Entity or third Person is required to be obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the performance of its obligations hereunder, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder.

2.4 Financial Statements. The Company has made available to Parent complete and correct copies of consolidated statements of operations, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004 and consolidated balance sheets of the Company and its Subsidiaries as at such dates, together with the notes thereto (the “Annual Financial Statements”), in the case of the fiscal years ended December 31, 2003 and December 31, 2004 audited by Deloitte & Touche LLP, the Company’s certified public accountants, and in the case of the fiscal year ended December 31, 2002 audited by PricewaterhouseCoopers LLP, the Company’s former certified public accountants, and complete and correct copies of unaudited consolidated statements of operations, changes in stockholders equity and cash flows of the Company and its Subsidiaries for the six months ended June 30, 2005 and an unaudited consolidated balance sheet as at such date (the “June Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the June Financial Statements are subject to year-end adjustments that will not be material and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein.

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2.5 Absence of Undisclosed Liabilities. Except (i) as reflected in the Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business since December 31, 2004 and (iii) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have not incurred any liabilities or obligations that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP applied in a manner consistent with the Financial Statements.

2.6 Events Subsequent to Latest Financial Statements. Since December 31, 2004 through the date hereof, other than in connection with the transactions contemplated by this Agreement, (i) the Company and its Subsidiaries have not suffered any Material Adverse Effect and (ii) except as set forth in Schedule 2.6(ii) of the Disclosure Letter, the Company and its Subsidiaries have conducted their business in the ordinary course, in substantially the same manner in which it has been previously conducted, and none of the Company or any of its Subsidiaries has:

(a) amended its Organizational Documents;

(b) purchased or redeemed any shares of its capital stock;

(c) incurred any long-term indebtedness for borrowed money or entered into any guaranty in excess of $500,000 in the aggregate, other than indebtedness incurred pursuant to the Credit Agreement;

(d) mortgaged, pledged or subjected to any Lien any of its properties or assets, except for Permitted Liens;

(e) except as required by GAAP or required by a change in applicable law, statute, rule or regulation, made any material change in its accounting principles or the methods by which such principles are applied for financial accounting purposes;

(f) increased the compensation of any officer or employee, other than with respect to employees who are not officers (i) in the ordinary course of business, (ii) to comply with applicable law or (iii) as required to do so pursuant to existing contracts or agreements;

(g) disposed or agreed to dispose of any material properties or assets (other than inventory) in an amount in excess of $500,000 in any individual case or $1,000,000 in the aggregate or acquired or agreed to acquire assets or properties in an amount in excess of $500,000 in any individual case or $1,000,000 in the aggregate;

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(h) merged or consolidated with, purchased substantially all of the assets of, or otherwise acquired any business or any Person;

(i) entered into, amended, waived any material rights under or terminated any Material Contract except in the ordinary course of business, or entered into, amended, waived any material rights under or terminated any Lease, except amendments, waivers and renewals or extensions of existing Leases in the ordinary course of business;

(j) canceled or forgiven any material debts or claims except in the ordinary course of business;

(k) made any payment to or entered into or performed any transaction or Contract for the benefit of any Affiliate or any holder of Company Stock (other than payments made to officers, directors and employees in their capacities as such in the ordinary course of business);

(l) declared, set aside or paid dividends on, or made any other distribution with respect to, or purchased any of its capital stock except intercompany dividends and distributions paid by a Subsidiary that is directly or indirectly wholly-owned by the Company;

(m) suffered any material loss, destruction, damage or taking by eminent domain (whether or not insured) affecting the business of the Company and its Subsidiaries or any of their material assets;

(n) adopted or entered into or modified any Company Employment Agreement;

(o) paid, discharged, waived, settled or satisfied any action, claim, suit, or proceeding against the Company or any of its Subsidiaries before any Governmental Entity involving the payment by or to the Company or any of its Subsidiaries in an amount in excess of $200,000 in any individual case or $1,000,000 in the aggregate, or any action, claim or suit by the Company involving a claim for an amount in excess of $200,000 or $1,000,000 in the aggregate, in each case, to the extent not covered by insurance policies maintained by the Company and its Subsidiaries; provided, that this Section 2.6(o) shall not apply to Taxes;

(p) established any new or amended any employee benefit plan or arrangement;

(q) made, changed or revoked any material Tax election, filed any amended Tax Returns, settled or compromised any material Tax liability, entered into any material closing agreement relating to any Tax, consented to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or changed any material tax accounting method or taxable period;

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(r) submitted any plan of correction to any Governmental Entity or accrediting body or modified or amended any existing plan of correction; or

(s) agreed to do any of the foregoing.

2.7 Tax Matters. Except as reflected or reserved against in the Financial Statements (a) to the Knowledge of the Company, each material Tax Return required to have been filed by the Company or any of its Subsidiaries has been timely filed and all amounts shown as due on such Tax Returns have been paid, (b) except for matters that would not reasonably be expected to have a Material Adverse Effect, all amounts due and payable by the Company or any of its Subsidiaries in respect of Taxes have been paid, (c) except for matters that would not reasonably be expected to have a Material Adverse Effect, all Employment and Withholding Taxes required to be paid or withheld by or on behalf of the Company or any of its Subsidiaries have been paid or properly set aside in accounts for such purpose, (d) no written agreement or other document extending, or having the effect of extending, the period of assessment or collection of any material Taxes payable by the Company or any of its Subsidiaries is in effect as of the date hereof, (e) neither the Company nor any of its Subsidiaries is, as of the date hereof, the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the IRS or any other taxing authority) within which to file any Tax Return not previously filed and, (f) except for matters that would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, there are not pending (or threatened or proposed in writing) any audits, examinations or other proceedings in respect of Taxes payable by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries had received any notice of deficiency or proposed adjustment for any amount of Tax, (g) except for matters that would not reasonably be expected to have a Material Adverse Effect, (1) with respect to any period for which Tax Returns have not yet been filed, or for which Taxes are not yet due or owing, the Company and its Subsidiaries have made due and sufficient current reserves for Taxes in their books or records, including the Financial Statements and (2) except to the extent attributable to a transaction permitted under Section 4.1, the Company and its Subsidiaries shall not incur any Taxes after the date hereof that are not in the ordinary course of their business, (h) except for matters that would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries is a party to any Tax sharing, allocation or indemnification agreement or arrangement or has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6, as a transferee or successor, by contract or otherwise, (i) there are no material outstanding powers of attorney executed on behalf of any of the Company and any of its Subsidiaries, (j) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury

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Regulation Section 1.6011-4; (k) neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Code Section 355, and (l) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any (1) change in method of accounting initiated by the Company for a taxable period ending on or prior to the Effective Time or (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date.

2.8 Litigation. There is no judicial or administrative action, claim, suit, proceeding or investigation pending to which the Company or any of its Subsidiaries is a party, nor, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, in each case, before any Governmental Entity or arbitrator, that (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) questions the validity of this Agreement or any action taken or to be taken by the Company or any of its Subsidiaries in connection herewith.

2.9 Compliance with Laws; Permits.

(a) Neither the Company nor any of its Subsidiaries is or since January 1, 2003 has been in, and none of the Company or any of its Subsidiaries is in receipt of any written notice of any, violation of any law, statute, rule, regulation, judgment, order, decree, permit, concession, franchise or other governmental authorization or approval applicable to it or to any of its properties, except for violations which would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

(b) All of the licenses, permits and other governmental authorizations necessary to conduct the business of the Company and its Subsidiaries as presently conducted (collectively, the “Permits”), have been duly obtained, are held by the Company or its Subsidiaries and are in full force and effect, except in each case where such a failure would not reasonably be expected to have a Material Adverse Effect. No event has occurred or other fact exists with respect to the Permits that allows, or after notice or lapse of time or both would allow, revocation or termination of any of the Permits or would result in any other impairment of the rights of the holder of any of the Permits that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

(c) This Section 2.9 does not relate to tax matters, employee benefits matters, environmental matters or Healthcare Laws, which are provided for in Sections 2.7, 2.10, 2.16 and 2.19, respectively.

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2.10 Employee Benefits.

(a) Company Benefit Plans; Employment Agreements. Schedule 2.10(a)(i) of the Disclosure Letter contains a complete and accurate list of each material Plan that is maintained or established by the Company or any of its Subsidiaries and under which any current or former officer, director or employee of the Company or any of its Subsidiaries, or the beneficiaries or dependents of any such person, participates or derives a benefit or will become eligible to participate or derive a benefit or under which the Company or any of its Subsidiaries may be liable (“Company Benefit Plans”). Without limiting the generality of the foregoing, Schedule 2.10(a)(ii) of the Disclosure Letter sets forth all employment, severance and retention agreements, plans or arrangements other than any such agreement that (x) by its terms, may be terminated or canceled by the Company or any Subsidiary with notice of not more than the greater of 120 days and the period of notice required under applicable law, in each case without penalty and (y) provides for the payment of annual salary and bonus less than or equal to $250,000 and (z) does not provide for the payment of severance payments greater than $250,000 in any one case (“Company Employment Agreements”).

(b) Compliance; Liability. Each Company Benefit Plan has been operated and administered in accordance with its terms and with applicable law, except for any failure to do so that would not reasonably be expected to have a Material Adverse Effect. All contributions required to have been made by the Company and its Subsidiaries under each Company Benefit Plan (including salary deferred under any 401(k) plan) have been made by the due date therefor (including any extensions). There is no pending or, to the Knowledge of the Company, threatened material legal action, suit or claim relating to the Company Benefit Plans (other than routine claims for benefits). The Company and its Subsidiaries have engaged in no transaction with respect to any Company Benefit Plan that has subjected or would reasonably be expected to subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Chapter 43 of the Code or section 502(i) of ERISA. Neither the Company nor any of its Subsidiaries is in breach of any Company Employment Agreement, except for any such breach that would not reasonably be expected to have a Material Adverse Effect.

(c) Tax Qualification. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under section 501(a) of the Code, and, to the Knowledge of the Company, nothing has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or tax-exempt status.

(d) Title IV of ERISA. Neither the Company nor any ERISA Affiliate has incurred any material liability (other than PBGC premiums that were timely paid in full) under Title IV of ERISA or is subject to Section 302 of ERISA or Section 412 of the

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Code, and no event, transaction or condition exists that would be reasonably likely to result in any such liability to the Surviving Corporation or any ERISA Affiliate following the Closing. No Company Benefit Plan is a “multiemployer plan” as defined in Section 3(37) of ERISA or “multiple employer plan” under Section 4063 of ERISA. No Company Benefit Plan is funded through a trust or other arrangement described in Section 501(c)(9) of the Code.

(e) Triggering Events. Neither the execution of this Agreement nor the performance of the obligations hereunder by the Company or its Subsidiaries shall by itself, or upon the occurrence of a subsequent event, require a payment, or cause the accelerated vesting of a right to a payment, under any Company Benefit Plan or under any Company Employment Agreement. The performance of the obligations hereunder by the Company or its Subsidiaries will not result in any payment under any Company Benefit Plan or under any Company Employment Agreement that would constitute an “excess parachute payment” for purposes of Section 280G or 4999 of the Code.

(f) Retiree Benefits. No Company Benefit Plan or Company Employment Agreement provides health or life insurance benefits following retirement or other termination of employment, and neither the Company nor any Subsidiary has any obligation to provide any such benefits, except for benefit continuation coverage to the extent required under Part 6 of Subtitle B of Title I of ERISA or other Applicable Law.

(g) Documents. With respect to each Company Benefit Plan, the Company has made available to Parent true and complete copies of the following documents, to the extent applicable: (i) the most recent Plan document and all amendments thereto; (ii) the most recent trust instrument and insurance contracts; (iii) the most recent three Forms 5500 filed with the IRS (and accompanying audited financial statements if required), (iv) the most recent summary plan description (and any summary of any material modifications thereto); and (v) the most recent determination letter issued by the IRS. The Company has made available to Parent true and complete copies of the Company Employment Agreements.

2.11 Labor Matters. No labor strike, material labor dispute, or concerted work stoppage is currently pending or, to the Knowledge of the Company, threatened with respect to any employee of the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance with all applicable labor laws and all Company Employment Agreements in connection with the employment of its employees, except for such non-compliance that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are neither party to nor bound by any Contract, collective bargaining agreement, or other agreement with any labor union representing their employees and, to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any such employees.

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2.12 Real Property; Tangible Property.

(a) Schedule 2.12(a) of the Disclosure Letter lists all material items of real property either owned by the Company or its Subsidiaries (the “Owned Real Property”) or leased by the Company or its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have good and marketable title to the Owned Real Property and valid leasehold interests in the Leased Real Property, in each case free and clear of all Liens except for Permitted Liens.

(b) None of the Company or any of its Subsidiaries has leased or otherwise granted to any Person the right to use any Real Property or any portion thereof. There are no outstanding options, right of first refusal or rights of first offer to purchase any Owned Real Property or any portion thereof or interest therein.

(c) Neither the Company nor any of its Subsidiaries has received written notice that any condemnation proceedings or similar actions or proceedings are now pending or threatened with respect to the Real Property or any part thereof.

(d) The Owned Real Property and the Leased Real Property, together with easements appurtenant thereto, include all of the material real property used or held for use in connection with or otherwise required to carry on the business of the Company and its Subsidiaries, as currently conducted.

(e) Schedule 2.12(e) of the Disclosure Letter contains a complete and correct list of all real property leases relating to the Leased Real Property to which the Company or any of its Subsidiaries is a party or is bound (the “Leases”). The Company has made available to Parent correct and complete copies of the Leases. Each of the Leases (including any option to purchase contained therein) is in full force and effect and, to the Knowledge of the Company, is enforceable against the landlord which is party thereto in accordance with its terms, and there exists no default or event of default (or any event that with notice or lapse of time or both would become a default) on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Leases, except for such failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect. The Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Owned Real Property and the Leased Real Property.

(f) The execution and delivery of this Agreement by the Company, and the performance of its obligations hereunder do not conflict with, violate, breach or result in a default under (with or without the giving of notice or the lapse of time) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, any Lease that is material to the operation of the business

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conducted by the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder.

(g) The Company and its Subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets reflected in the Financial Statement for the fiscal year ended December 31, 2004, or acquired since December 31, 2004 except for properties and assets disposed of in the ordinary course of business since the date of the Financial Statement for the fiscal year ended December 31, 2004, in each case free and clear of all Liens other than Permitted Liens. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries own or have the right to use all of the properties and assets necessary for the conduct of their business as currently conducted, and, upon consummation of the transactions contemplated by this Agreement, will be entitled to continue to use properties and assets which are currently employed by them in the conduct of their business as currently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purpose for which it is currently used. Since January 1, 2005, neither the Company nor any of its Subsidiaries has sold, transferred or otherwise disposed of any tangible personal property or asset with a fair market value in excess of $1.0 million.

2.13 Intellectual Property.

(a) Schedule 2.13(a) of the Disclosure Letter lists all material trademarks, trade names, service marks, copyrights and patents that, as of the date hereof, are registered or subject to an application for registration (collectively, “Intellectual Property”) that are owned by the Company or any of its Subsidiaries and used in the conduct of the business of the Company or any of its Subsidiaries, as currently conducted (“Owned Intellectual Property”). The Company and its Subsidiaries have taken commercially reasonable steps in accordance with normal industry practice to protect and maintain in force the Owned Intellectual Property and to protect the confidentiality of trade secrets used in the operation of the business. Except for infringements, claims, demands, proceedings and defects in rights that would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, (i) to the Knowledge of the Company, the use of the Owned Intellectual Property by the Company and its Subsidiaries as currently used does not infringe on the Intellectual Property rights of any Person and (ii) there is no claim or demand of any Person pertaining to, or any proceeding that is pending or, to the Knowledge of the Company, threatened that challenges the rights of the Company or any of its Subsidiaries in respect of, any Owned Intellectual Property.

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(b) Schedule 2.13(b) of the Disclosure Letter lists, as of the date hereof, all material written licenses to Intellectual Property or trade secrets (other than licenses for “off-the-shelf” software) to which the Company or any of its Subsidiaries is a party, pursuant to which (i) the Company or such Subsidiary permits any Person to use any of the Owned Intellectual Property or trade secrets owned by the Company or such Subsidiary, or (ii) any Person permits the Company or such Subsidiary to use any Intellectual Property or trade secrets not owned by the Company or such Subsidiary that are necessary for the conduct of the business of the Company or any of its Subsidiaries as currently conducted (collectively, the “Licenses”). The Company has made available to Parent copies of all of the Licenses. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party thereto, is in default under any License, and each License is in full force and effect as to the Company or Subsidiary thereof party thereto and, to the Knowledge of the Company, as to each other party thereto, except for such defaults and failures to be so in full force and effect as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

2.14 Contracts. Schedule 2.14 of the Disclosure Letter lists, as of the date hereof, all Material Contracts. The term “Material Contracts” means all of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties is bound as of the date hereof (other than Organizational Documents of any of the Subsidiaries, agreements related to benefits for the employees of the Company and its Subsidiaries, agreements related to labor matters for the employees of the Company and its Subsidiaries, real property leases and agreements related to intellectual property, the last four of which are provided for in Sections 2.10, 2.11, 2.12, and 2.13, respectively):

(a) any agreement with an insurer, health maintenance organization or health plan, preferred provider organization, third party administrator or other plan administrator, employer or trust (each, a “Payor”), involving aggregate payments in excess of $1,000,000 during the year ended December 31, 2004, and any agreement with a Payor entered into after December 31, 2004 that would reasonably be expected to involve aggregate payments or accruals in excess of $1,000,000 during the year ending December 31, 2005, made to the Company or any of its Subsidiaries under the terms of any insurance or benefit plan provided or administered by such Payor;

(b) mortgages, indentures, loan or credit agreements, security agreements, notes, guarantees and other agreements and instruments relating to the borrowing of money or extension of credit, including outstanding letters of credit;

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(c) joint venture, and limited liability company or partnership agreements (other than limited liability companies or limited partnerships of which the Company owns 100% of the membership or partnership interests);

(d) any agreement containing a noncompetition provision restricting the Company or any of its Subsidiaries or Affiliates;

(e) stock purchase agreements, asset purchase agreements and other acquisition or divestiture agreements relating to the acquisition, lease or disposition by the Company or its Subsidiaries of material assets and properties (other than in the ordinary course of business) or any capital stock or other equity interest, in each case which was entered into by the Company or its Subsidiaries after December 31, 2001 or under which the Company or its Subsidiaries has any executory obligations;

(f) stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is bound relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of the Company or any of its Subsidiaries;

(g) any agreement with a Governmental Entity;

(h) any agreement with a physician or other Person who refers patients to the Company or any of its Subsidiaries or recommends such a referral that does not satisfy all of the requirements of (i) 42 CFR Sec. 1001.952(d) regarding “personal services and management contracts,” (ii) 42 CFR Sec. 411.357(d) regarding “personal service arrangements,” and (iii) any applicable state law or regulation restricting referrals among parties with financial relationships and/or remuneration for referrals;

(i) any capital lease for any item of tangible personal property held or used by the Company or any of its Subsidiaries providing for aggregate rental payments in excess of $50,000;

(j) any agreement, note or other evidence of indebtedness under which the Company or any of its Subsidiaries has advanced or loaned an amount to any of its Affiliates or employees;

(k) any agreement or commitment of the Company or any of its Subsidiaries to make any capital expenditure in excess of $1,000,000; and

(l) any contract or agreement other than those described in Sections 2.14(a)-(k) above, entered into other than in the ordinary course of business involving aggregate payments or accruals in excess of $500,000, to be made by or to the Company or any of its Subsidiaries after the date hereof.

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The Company has made available to Parent correct and complete copies of all of the Material Contracts. Each such Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and is in full force and effect, and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other Person is in default under any Material Contract, except for such failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

2.15 Insurance. Schedule 2.15 of the Disclosure Letter lists all of the policies of insurance currently maintained by the Company. Each such policy is in full force and effect. All policy premiums due and payable with respect to all periods specified in Schedule 2.15 of the Disclosure Letter have either been paid or adequate provisions for the payment by the Company thereof has been made. The Company has not received any written notice of any material increase of premiums with respect to, or cancellation or non-renewal of, any of such insurance policies. There are no material claims by the Company under any of such policies relating to the business, assets or properties of the Company as to which any insurance company is denying liability or defending under a reservation of rights or similar clause other than a general reservation of rights. All of such insurance policies have the expiration dates set forth in Schedule 2.15.

2.16 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect:

(a) the Company and its Subsidiaries and all of their operations are and have been since January 1, 2003 in compliance with all applicable Environmental Laws;

(b) the Company and its Subsidiaries have obtained, and are in compliance with, all permits and authorizations required under applicable Environmental Laws and all such permits are in full force and effect and no action is pending or, to the Knowledge of the Company, threatened that would result in revocation of any such permits;

(c) neither the Company nor any of its Subsidiaries has received from any Governmental Entity or any third party any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding compliance with or liability under applicable Environmental Laws, other than matters that have been resolved or that are no longer outstanding;

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(d) no judicial proceeding or governmental or administrative action is pending or, to the Knowledge of the Company, threatened under any applicable Environmental Law pursuant to which the Company or any of its Subsidiaries is named as a party;

(e) neither the Company nor any of its Subsidiaries has entered into any agreement with any Governmental Entity or third party pursuant to which the Company or any of its Subsidiaries has any continuing obligations with respect to the investigation or remediation of any condition resulting from the release or threatened release of Hazardous Substances;

(f) there has been no release or discharge of Hazardous Substances by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party, on or from any of the Owned Real Property or Leased Real Property in violation of Environmental Law;

(g) there are no underground storage tanks present on any of the Owned Real Property or, to the Knowledge of the Company, the Leased Real Property; and

(h) the Company has made available to Parent copies of all material reports in the possession of the Company or any Company Subsidiary relating to the environmental condition of the Owned Real Property and the Leased Real Property.

Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, environmental matters shall be governed exclusively by this Section 2.16.

2.17 Affiliate Transactions. No Affiliate, other than Subsidiaries of the Company, has outstanding any indebtedness for borrowed money owed by it to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is or since January 1, 2004 has been a party to any agreement or transaction with any Affiliate or any shareholder of the Company. As of the Closing Date, all agreements set forth in Schedule 2.17 of the Disclosure Letter will have been terminated, except as otherwise described on such Schedule.

2.18 Brokers. Other than with respect to Persons whose fees and expenses will be paid pursuant to Section 1.3(c)(ii), all negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the intervention of any Person acting on behalf of the Company in such manner as to give rise to any valid claim against Parent, MergerCo or the Surviving Corporation for any brokerage or finder’s commission, fee or similar compensation.

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2.19 Certain Healthcare Legal Matters. Except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect:

(a) neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any of their personnel is or since January 1, 2003 has been, in violation of any law to which it is subject with respect to healthcare regulatory matters (including, without limitation, The Social Security Act, as amended, Sections 1128, 1128A and 1128B, 42 U.S.C. Sections 1320a-7, 7(a) and 7(b) including Criminal Penalties Involving Medicare or State Health Care Programs, commonly referred to as the “Federal Anti-Kickback Statute,” The Social Security Act, as amended, Section 1877, 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals), commonly referred to as the “Stark Statute,” the statute commonly referred to as the “Federal False Claims Act” and all statutes and regulations related to the possession, distribution, maintenance and documentation of controlled substances) (“Healthcare Laws”), none of the Company or any of its Subsidiaries is in receipt of any written notice of any such violation, or, since January 1, 2005, any violation of any standard of or requirement for accreditation by a private organization as listed on Schedule 2.19(a) (the “Accreditations”) and, to the Knowledge of the Company, there are no presently existing circumstances that would or be likely to result in violations of any such Healthcare Laws;

(b) the Company and its Subsidiaries have maintained all records required to be maintained by the FDA, DEA and State Boards of Pharmacy and the Medicare and Medicaid programs as required by applicable Healthcare Laws;

(c) all Permits under Healthcare Laws, and all Accreditations listed in Schedule 2.19(a), have been duly obtained, are held by the Company or its Subsidiaries and are in full force and effect, and, to the Knowledge of the Company, no event has occurred or other fact exists with respect to such Permits or Accreditations that allows, or after notice or lapse of time or both would allow, revocation or termination of any of such Permits or Accreditations or would result in any other impairment of the rights of the holder of any of such Permits or Accreditations.

(d) the Company and its Subsidiaries are qualified for participation in the Medicare and Medicaid programs, to the extent that the activities of any such Person require such qualification, and neither the Company nor its Subsidiaries has received any notice indicating that such qualification may be terminated or withdrawn or has reason to believe that such qualification may be terminated or withdrawn;

(e) the Company and its Subsidiaries have timely filed all claims or other reports required to be filed with respect to the purchase of products or services by third-party payors (including Medicare and Medicaid), and all such claims or reports are complete and accurate in all material respects;

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(f) there are no pending appeals, overpayment determinations, adjustments, challenges, audits, litigation or notices of intent to open Medicare or Medicaid claim determinations or other reports required to be filed by the Company or its Subsidiaries;

(g) neither the Company nor any of its Subsidiaries has entered into or is subject to a corporate integrity agreement with any Governmental Entity; and

(h) to the Knowledge of the Company, no personnel of the Company or its Subsidiaries have been convicted of, charged with, or investigated for a Medicare, Medicaid or other Federal Health Care Program (as defined in 42 U.S.C. Sections 1320a-7b(f)) related offense, or convicted of, charged with, or investigated for a violation of federal or state law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

PARENT AND MERGERCO

Parent and MergerCo, jointly and severally, represent and warrant to the Company as follows:

3.1 Corporate Status. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. MergerCo is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.

3.2 Authorization, etc. Each of Parent and MergerCo has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Parent and MergerCo of this Agreement have been duly authorized by the board of directors of each of Parent and MergerCo and by Parent as sole shareholder of MergerCo, which constitutes all requisite corporate authorization on the part of each Parent and MergerCo for such action. This Agreement has been duly executed and delivered by each of Parent and MergerCo and constitutes the valid and binding obligation of each of Parent and MergerCo, enforceable against each of Parent and MergerCo in accordance with its terms, except as limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

3.3 No Conflicts; Consents.

(a) The execution and delivery of this Agreement by each of Parent and MergerCo and the performance of its obligations hereunder (i) do not conflict with the Organizational Documents of Parent or MergerCo, (ii) subject to obtaining the Consents

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referred to in Section 3.3(b), do not conflict with, violate, breach or result in a default under (with or without the giving of notice or the lapse of time), give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, any Contract to which Parent or MergerCo is a party or by which any of them or their respective properties or assets are bound or result in the creation or imposition of any Liens, or (iii) violate any law applicable to Parent or MergerCo or any of Parent’s Affiliates, except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses of benefits and Liens that would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent or MergerCo to perform its obligations hereunder.

(b) Except as required under the HSR Act or as set forth in Schedule 3.3(b) of the Disclosure Letter, no notice to or Consent of or with any court, Governmental Entity or third Person, is required to be obtained by Parent or MergerCo in connection with the execution and delivery of this Agreement or the performance of its obligations hereunder, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent or MergerCo to perform its obligations hereunder.

3.4 Litigation. There is no judicial or administrative action, claim, suit, proceeding or investigation pending or, to the knowledge of Parent or MergerCo, threatened against Parent or MergerCo, in each case before any Governmental Entity, that question the validity of this Agreement or any action taken or to be taken by Parent or MergerCo in connection herewith.

3.5 Financial Ability to Perform. MergerCo has delivered to the Company true and complete copies of (a) an executed commitment letter from Bain Capital Fund VIII, L.P. (the “Equity Fund”) to provide equity financing in an aggregate amount of $280 million plus a dollar amount equal to the transaction-related fees and expenses plus the amount (not to exceed $20 million) by which debt financing available at Closing is less than $440 million (the “Equity Funding Letter”), (b) an executed commitment letter (the “Commitment Letter”) from J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Capital Corporation, Citigroup Global Markets and Credit Suisse, Cayman Islands Branch, to provide MergerCo with (i) at least $325 million of committed senior secured debt financing of which $225 million would be available at the Closing (the “Senior Secured Financing”) and (ii) up to $220 million in senior subordinated bridge financing (the “Bridge Financing”, and together with the Senior Secured Financing and any high yield debt financing used to fund the acquisition in lieu of such Bridge Financing (the “High Yield Financing”), the “Debt Financing”, and together with the financing referred to in clause (a) (the “Equity Financing”) being collectively referred to as the “Financing”) and (c) an executed limited guaranty from the Equity Fund (the “Fund Guaranty”). The

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Equity Funding Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of MergerCo and the other party thereto. The Fund Guaranty is in full force and effect and is a legal, valid and binding obligation of the Equity Fund. The Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of MergerCo and, to the knowledge of MergerCo as of the date hereof, the other parties thereto. Neither the Equity Funding Letter nor the Commitment Letter has been amended or modified, and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of MergerCo under any term or condition of the Equity Funding Letter or the Commitment Letter. As of the date hereof, assuming that the Company is not in breach of this Agreement, MergerCo has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Funding Letter or the Commitment Letter. Subject to their terms and conditions, the Financing, when funded in accordance with the Equity Funding Letter and the Commitment Letter, will provide MergerCo with financing at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement, including paying the Aggregate Merger Consideration and all of Parent’s and MergerCo’s fees and expenses associated with the transactions contemplated in this Agreement. Except as set forth, described or provided for in the Equity Funding Letter and the Commitment Letter, (x) there are (I) no conditions precedent to the obligations of the Equity Fund to fund the Equity Financing, and (II) no conditions precedent to the respective obligations of the lenders under the Commitment Letter to fund the Debt Financing, and (y) there are no express contractual contingencies under any agreement relating to the transactions contemplated by this Agreement to which Parent or MergerCo is a party that would permit the Equity Fund or the lenders under the Commitment Letter to reduce the total amount of the Financing or impose any additional condition precedent to the availability of the Equity Financing or any additional condition precedent to the availability of the Debt Financing. MergerCo has fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid as of the date hereof.

3.6 Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the intervention of any Person acting on behalf of Parent or MergerCo in such manner as to give rise to any valid claim against Parent, MergerCo or the Company for any brokerage or finder’s commission, fee or similar compensation.

3.7 Formation of MergerCo; No Prior Activities. MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. As of the date hereof and the Closing Date, except for (i) obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and (ii) this Agreement and any other agreements or arrangements contemplated by this Agreement or in furtherance of the transactions

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contemplated hereby, MergerCo has not incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

ARTICLE IV

COVENANTS

4.1 Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 4.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into and performing this Agreement, (ii) for performance of its obligations hereunder, (iii) to the extent required by applicable law, statute, rule or regulation or (iv) as otherwise consented to by Parent in writing, the Company shall conduct its business in the ordinary course in substantially the same manner in which it has been conducted since January 1, 2005 and use its reasonable best efforts to preserve intact its present business organization and to preserve its relationships with customers, suppliers and others having business dealings with it, and not (x) take any action that would have caused any representation in Section 2.6 to be untrue had it been taken prior to the date hereof or (y) do any of the following:

(a) issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of any class of capital stock of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, other than in connection with the exercise of Company Options and Company Warrants outstanding on the date hereof;

(b) reclassify, combine, split, subdivide or otherwise acquire any shares of its capital stock;

(c) fail to maintain in full force and effect or fail to use its reasonable best efforts to replace or renew material insurance policies existing as of the date hereof and covering the Company and its Subsidiaries and their respective properties, assets and businesses, taken as a whole;

(d) write up, write down or write off the book value of any material assets of the Company or its Subsidiaries, other than (i) in the ordinary course of business and consistent with past practice or (ii) as may be required by GAAP;

(e) request or require the acceleration of the payment of any amounts owed to the Company or any of its Subsidiaries outside of the ordinary course of business, factor any accounts receivable of the Company or any of its Subsidiaries or defer the payment of any accounts payable by the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practice;

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(f) merge or consolidate with, purchase substantially all of the assets of, or otherwise acquire any business or any Person;

(g) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any Subsidiary;

(h) enter into any sale-leaseback Contract with respect to any of the assets or properties of the Company or any of its Subsidiaries; or

(i) agree to do any of the foregoing.

4.2 Satisfaction of Closing Conditions.

(a) Subject to the terms and conditions of this Agreement, each of Parent, MergerCo and the Company shall use its reasonable best efforts to cause the Closing to occur, including, without limitation, (i) taking such actions as are contemplated by Section 4.2(b) and (ii) defending against any suits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any temporary restraining order, preliminary injunction or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity and that is not yet final and non-appealable to be vacated or reversed; provided that neither the Company nor any of its Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or other proceeding or offer or grant any material accommodation (financial or otherwise) to any Person.

(b) Each of the Company, Parent and MergerCo shall file as promptly as practicable with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), in each case pursuant to the HSR Act: (i) the notification and report form, if any, required for the transactions contemplated hereby, which form shall be filed not later than ten Business Days following the execution and delivery of this Agreement, and (ii) any supplemental information requested in connection therewith, which information shall be filed promptly following the request therefor during the initial waiting period. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act.

(c) The Company, on the one hand, and Parent and MergerCo, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of the notices and requests referred to in Sections 1.10(a) and 4.9 and any filing that is necessary under the HSR Act

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or any other law. The Company, on the one hand, and Parent and MergerCo, on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and any other Governmental Entity and shall comply promptly with any such inquiry or request. Subject to Sections 4.2(a) and 4.4, each of the Company, Parent and MergerCo shall use its reasonable best efforts to obtain any clearance required under the HSR Act or any other consent, approval or authorization of any Governmental Entity necessary for the Merger.

4.3 Access and Information.

(a) Prior to the Closing, and subject to the restrictions set forth in the Confidentiality Agreement dated July 6, 2005, between Parent and the Company (the “Confidentiality Agreement”), the Company and each of its Subsidiaries shall permit Parent and its representatives after the date of execution of this Agreement to have reasonable access at reasonable times as coordinated by JPMorgan or Merrill Lynch, and, with respect to the determination of the Estimated Net Working Capital under Section 1.2(c), full access, to the properties, books and records of the Company and its Subsidiaries, other than any personnel information protected by applicable privacy laws, and shall furnish such information and documents in its possession relating to the Company and its Subsidiaries as Parent may reasonably request, provided that Parent shall not be entitled to any such access, information or documents for the purposes of conducting any examination of the Company’s products, formulae or other trade secrets without the prior written consent of North Castle and the Company, which consent shall not be unreasonably withheld. Prior to the Closing all information provided or obtained pursuant to the foregoing shall be held by Parent in accordance with and subject to the terms of the Confidentiality Agreement.

(b) Following the Closing, Parent, the Surviving Corporation and each Subsidiary will afford promptly to the former holders of Company Stock and their agents reasonable access to the properties, books, records, employees and auditors of the Surviving Corporation and its Subsidiaries to the extent necessary to permit such holders to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by such holders may not unreasonably interfere with the conduct of the business of the Surviving Corporation or Parent.

4.4 Contact with Payors, Suppliers, Governmental Entities, etc. From the date of execution of this Agreement, Parent and MergerCo (and all of the agents and Affiliates thereof and any employees, directors and officers thereof) shall contact and communicate with Payors, customers or suppliers having a business relationship with the Company and its Subsidiaries or any Governmental Entity (other than the FTC and the DOJ) in connection with the transactions contemplated hereby only with the prior written consent of the Company, which consent may be conditioned upon an officer of the Company being present at any such meeting or conference.

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4.5 Publicity. Except as required by applicable law, Parent and MergerCo shall not, directly or indirectly, make or cause to be made any public announcement or issue any notice in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the Company, and the Company shall not, directly or indirectly, make or cause to be made any such public announcement or issue any notice without the prior written consent of Parent. The Company and Parent shall consult with each other prior to issuing, or, in the case of Parent, permitting MergerCo to issue, any press releases or otherwise making public statements with respect to the transactions contemplated hereby and prior to making any filings with any Governmental Entity or with any national securities exchange with respect thereto. The Company shall not waive or amend any of the confidentiality provisions contained in its engagement letter, dated May 25, 2005, with Merrill Lynch and its engagement letter, dated June 7, 2005, with JPMorgan.

4.6 Employee Matters. From and after the Closing Date, employees of the Company and its Subsidiaries (the “Employees”) shall continue their employment with the Surviving Corporation and its Subsidiaries. During the period commencing on the Closing Date and ending on the first anniversary thereof, unless the Company’s chief executive officer has provided prior consent, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide (i) each Employee with wages or salaries and bonus opportunities, as applicable, that are at least equal to the wages or salaries and bonus opportunities, as applicable, of such Employee in effect immediately prior to the Effective Time and (ii) each Employee and former Employee with benefits that, in the aggregate, are no less favorable to such person than the benefits of such person in effect immediately prior to the Effective Time. From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to or in respect to each Employee, former Employee or director of the Company or any of its Subsidiaries under the terms of each Company Benefit Plan and each agreement or other written arrangement between the Company or any such Subsidiary and any such Employee, former Employee or director, in each case, as in effect immediately prior to the Effective Time, including the agreements referenced in Schedule 2.10(e) of the Disclosure Letter. Parent shall cause each Plan (including, but not limited to each severance plan or arrangement) maintained or contributed to by Parent or any of its Subsidiaries and in which an Employee participates or will participate to recognize all service of such Employee with the Company or any of its Subsidiaries and, if applicable, to waive any exclusions for preexisting conditions.

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4.7 Transfer Taxes. Parent shall be liable for all sales, use, transfer, stamp, duties, gains, recording and other similar Taxes arising from the transactions contemplated by this Agreement. Parent shall file all Tax Returns relating to such Taxes.

4.8 Indemnification of Directors and Officers.

(a) From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, to the fullest extent permitted under applicable law and their respective Organizational Documents as in effect on the date hereof, to maintain their existing indemnification provisions with respect to, and indemnify and hold harmless, each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any and all costs or expenses (including travel expenses and reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in defense or settlement or otherwise in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any facts or events existing or occurring at or prior to the Closing Date for a period of six years after the Closing Date; provided that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Parent shall, or shall cause the Surviving Corporation to, advance expenses to an Indemnified Party, as incurred, to the fullest extent permitted under applicable law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is determined by a court of competent jurisdiction in a final non –appealable order or decree that such Indemnified Party is not entitled to indemnification. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Closing Date), (i) the Indemnified Parties shall promptly notify Parent and the Surviving Corporation thereof, (ii) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be subject to the consent of Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all Indemnified Parties, except to the extent that (x) an Indemnified Party has been advised by counsel that there are conflicting interests between it and any other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to effectively defend against such action or proceedings, and (iv) none of Parent and the Surviving Corporation shall be liable for any settlement effected without its written consent. None of Parent and the Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if it shall be determined by a court of competent jurisdiction in a final non-appealable order or decree that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law.

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(b) For a period of six years after the Closing Date, Parent shall, or shall cause the Surviving Corporation to, maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Closing Date; provided, however, that Parent or the Surviving Corporation shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 250% of the annual premiums paid as of the date hereof by the Company for such insurance (such 250% amount, the “Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall, or shall cause the Surviving Corporation to, maintain policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Maximum Premium; provided, further, if such insurance coverage cannot be obtained at all, Parent shall, or shall cause the Surviving Corporation to, purchase all available extended policy periods with respect to pre-existing insurance in an amount that, together with all other insurance purchased pursuant to this Section 4.8(b), does not exceed the Maximum Premium. The Company represents to Parent that the annual premiums paid as of the date hereof are $86,250. Parent agrees, and will cause the Surviving Corporation, not to take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained for the individuals referred to in this Section 4.8.

(c) If Parent or the Surviving Corporation or any of their successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets to any individual, corporation or other entity, then in each such case, proper provisions shall be made so that the successors or assigns of Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 4.8.

4.9 Transfer of Ownership. After the date hereof, the Company shall prepare and submit, as promptly as practicable, written notice of the Merger to all Governmental Entities that issue any of the Permits or Accreditations that are held by the Company or any of its Subsidiaries and are necessary to the conduct of the business of the Company or any of its Subsidiaries (including without limitation clinic licenses, hospital licenses, pharmacy licenses, laboratory licenses, CLIA certificates, DEA permits and Medicaid enrollment), to Governmental Entities that are parties to any Material Contract with the Company or any of its Subsidiaries, and to the Certificate of Need agency in each State in which its Subsidiaries operate. Each such notice shall, as applicable, request confirmation that the Merger and other transactions contemplated under this Agreement will not constitute a change of ownership of any of the Company’s Subsidiaries or otherwise impair the effectiveness of any Permit or Accreditation held by any such Subsidiary, require re-enrollment in the Medicare, Medicaid or other governmental payment program, constitute an assignment or transfer of any Permit held by any

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Subsidiary or of any Material Contract with a Governmental Entity to which the Company or any of its Subsidiaries is a party, require the issuance of a Certificate of Need or require any other approval or consent of the applicable Governmental Entity. If it is determined that the Merger or other transactions contemplated under this Agreement constitute a change of ownership, or would otherwise impair the effectiveness of any Permit or Accreditation, or would require the issuance of a Certificate of Need, or would otherwise require the consent or approval of any such Governmental Entity or require such re-enrollment, or constitute an assignment or transfer of any Permit held by any such Subsidiary or of any Material Contract with a Governmental Entity to which the Company or any of its Subsidiaries is a party, then the Company shall prepare and submit in a timely fashion all notices and requests therefor to the appropriate Governmental Entity or Entities.

4.10 Financing.

(a) MergerCo shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Commitment Letter, including using its reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no more adverse to the Company and (ii) to satisfy on a timely basis all conditions applicable to MergerCo in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, MergerCo shall (A) with respect to the Senior Secured Financing, use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to MergerCo (as determined in the reasonable judgment of MergerCo) as promptly as practicable following the occurrence of such event, and (B) with respect to the High Yield Financing, use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to MergerCo (as determined in the reasonable judgment of MergerCo) no later than the last day of the Marketing Period. In the event that (x) all or any portion of the Debt Financing structured as High Yield Financing has not been consummated, (y) all closing conditions contained in Sections 5.1 and 5.2 shall have been satisfied or waived (other than those contained in Sections 5.2(b), 5.2(c) and 5.2(d)) and the Regulatory Marketing Condition shall have been satisfied, (z) the Bridge Financing is available on the terms and conditions described in the Commitment Letter, MergerCo shall use the proceeds of the Bridge Financing to replace such High Yield Financing no later than the last day of the Marketing Period. For purposes of this Agreement, “Marketing Period” shall mean the first period of 30 consecutive days after the date hereof throughout which (A) the MergerCo shall have the Required Financial Information that the Company is required to provide to MergerCo pursuant to Section 4.10(b), and (B) the conditions set forth in Sections 5.1 and 5.2 (other than those contained in Sections 5.2(b), 5.2(c) and 5.2(d)) shall be satisfied and the Regulatory Marketing Condition shall have been satisfied; provided, that (I) if such 30 day period

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would otherwise end on or after December 23, 2005, the Marketing Period shall end on the later of (x) the day immediately following the first period of 30 consecutive days after the date hereof throughout which (1) the MergerCo shall have the Required Financial Information that the Company is required to provide to MergerCo pursuant to Section 4.10(b), and (2) the conditions set forth in Sections 5.1 and 5.2 (other than those contained in Sections 5.2(b), 5.2(c) and 5.2(d)) shall be satisfied and the Regulatory Marketing Condition shall have been satisfied) and (y) February 1, 2006; (II) the Marketing Period shall end on any earlier date which is the third business day following the date the Debt Financing is consummated. MergerCo shall give the Company prompt notice of any material breach by any party of the Commitment Letter of which MergerCo becomes aware and any termination of the Commitment Letter; (III) with respect to the authorizations, consents and approvals that are listed on Schedule 5.2(c) of the Disclosure Letter under the heading “Category 3”, if the applicable Governmental Entity notifies the Company orally or in writing that such Governmental Entity’s authorization, consent or approval is required for the consummation of the Merger or the transactions contemplated by this Agreement (a “Requirement Notice”) at any time after the commencement of the Marketing Period but prior to the pricing of the High Yield Financing, then (1) if the Company receives reasonably satisfactory written notification from such Governmental Entity to the effect that such Governmental Entity has provided the required approval, consent or authorization (the “Approval Notice”) within five Business Days following receipt of the Requirement Notice, the Marketing Period shall be extended by the number of Business Days between the date of receipt of the Requirement Notice and the date of receipt of the Approval Notice, and (2) otherwise, the pending Marketing Period shall terminate and a new Marketing Period shall commence from the date of receipt of the Approval Notice, provided that the conditions set forth in clauses (A) and (B) of the definition of “Marketing Period” shall have been satisfied; and (IV) with respect to the authorizations, consents and approvals that are listed on Schedule 5.2(c) of the Disclosure Letter under the heading “Category 3”, if the applicable Governmental Entity delivers a Requirement Notice to the Company at any time after the pricing of the High Yield Financing, then (1) if the Company receives an Approval Notice within five Business Days following receipt of the Requirement Notice, the Marketing Period shall be extended by the number of Business Days between the date of receipt of the Requirement Notice and the date of receipt of the Approval Notice, plus five Business Days, and (2) otherwise, the pending Marketing Period shall terminate and a new Marketing Period shall commence from the date of receipt of the Approval Notice, provided that the conditions set forth in clauses (A) and (B) of the definition of “Marketing Period” shall have been satisfied. MergerCo shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter without first consulting with the Company. For the purposes of this Section 4.10(a), the Regulatory Marketing Condition shall be satisfied if: (I) with respect to the authorizations, consents and approvals that (A) are listed on Schedule 5.2(c) of the Disclosure Letter under the

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heading “Category 1,” or (B) are listed on Schedule 5.2(c) under the heading “Category 2” or “Category 3” in respect of which the Company has received a Requirement Notice, the Company shall have provided to MergerCo copies of the applicable Approval Notice, (II) with respect to the authorizations, consents and approvals listed on Schedule 5.2(c) of the Disclosure Letter under the heading “Category 2” (other than those referred to in clause (I)(B) of this sentence), the Company shall have received reasonably satisfactory written or oral notification from the applicable Governmental Entity that has the authority to issue such authorization, consent or approval that its approval of, consent to or authorization is not required and (III) a period of 60 days has elapsed since written notice of the Merger was given to each of the applicable Governmental Entities pursuant to Section 4.9.

(b) The Company agrees to provide, and shall cause the Subsidiaries to provide, all reasonable cooperation (including with respect to timeliness) in connection with the arrangement of the Debt Financing as may be reasonably requested by MergerCo (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing MergerCo and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by MergerCo, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offering of senior subordinated notes (the “Required Financial Information”), (iii) satisfying the conditions set forth in the Commitment Letter (to the extent the satisfaction of such conditions requires actions by or cooperation of the Company), (iv) assisting MergerCo and its financing sources in the preparation of (A) an offering document for any of the Debt Financing and (B) materials for rating agency presentations, (v) reasonably cooperating with the marketing efforts of MergerCo and its financing sources for any of the Debt Financing, (vi) providing and executing documents as may be reasonably requested by MergerCo, including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing, (vii) reasonably facilitating the pledging of collateral, and (viii) using its reasonable best efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by MergerCo; provided that none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. MergerCo shall be responsible for all reasonable out-of-pocket transaction costs incurred by the Company or its Subsidiaries in connection with such cooperation and, upon termination of this Agreement, shall, promptly upon request by the Company, reimburse the Company for all such costs paid by the Company or its Subsidiaries. Parent and MergerCo shall indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all costs or

39

expenses (including travel expenses and reasonable attorney’s fees), judgments, fines, losses, claims, damages, liabilities and amounts suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided the Company and its Subsidiaries).

(c) All non-public or otherwise confidential information regarding the Company obtained by MergerCo or its representatives pursuant to this Section 4.10 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that MergerCo and its representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing upon the prior written consent of the Company, which consent shall not be unreasonably withheld.

ARTICLE V

CONDITIONS TO CLOSING

5.1 Conditions to the Obligations of the Company, Parent and MergerCo. The obligations of the Company, Parent and MergerCo to effect the Merger shall be subject to the fulfillment or waiver by Parent, MergerCo and the Company, on or prior to the Closing Date, of each of the following conditions:

(a) The waiting period under the HSR Act, including any extension thereof, shall have been terminated or expired.

(b) There shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated by this Agreement.

5.2 Conditions to the Obligation of Parent and MergerCo. The obligation of Parent and MergerCo to effect the Merger shall be subject to the satisfaction or waiver by Parent on or prior to the Closing Date of each of the following conditions:

(a) The representations and warranties in Article II shall be true and correct in all respects, if qualified by materiality or Material Adverse Effect, and shall be true and correct in all material respects, if not qualified by materiality or Material Adverse Effect, when made and at and as of the Closing with the same effect as though made at and as of the Closing, except that those representations and warranties that are made as of a specific date shall be true and correct only as of such date. The Company shall have duly performed and complied in all material respects with all agreements (excluding Section 1.2(c)) contained herein required to be performed or complied with by it at or before the Closing, and the Company shall have duly performed and complied in all respects with Section 1.2(c).

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(b) The Company shall have delivered to Parent a certificate, dated the Closing Date and signed by the Company’s President or a Vice President, as to the fulfillment of the conditions set forth in Section 5.2(a).

(c) (i) The Company shall have received all authorizations, consents and approvals in writing that (A) are listed on Schedule 5.2(c) of the Disclosure Letter under the heading “Category 1,” or (B) are listed on Schedule 5.2(c) under the heading “Category 2” or “Category 3” in respect of which the Company has received a Requirement Notice, and (ii) the Company shall have received with respect to all authorizations, consents and approvals listed on Schedule 5.2(c) under the heading “Category 2,” reasonably satisfactory written or oral notification from the applicable Governmental Entity that has the authority to issue such authorization, consent or approval that its approval of, consent to or authorization of the Merger is not required.

(d) MergerCo will have obtained the proceeds of the Debt Financing on terms and conditions no less favorable to MergerCo than those specified in the Commitment Letter or substitute financing that satisfies the requirements of Section 4.10(a) or is otherwise acceptable to MergerCo.

(e) There will have occurred no events nor will there exist circumstances that individually or in the aggregate have resulted in a Material Adverse Effect.

(f) The Company shall have delivered to Parent a certification (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h) and certifying that stock in the Company does not constitute a U.S. real property interest.

5.3 Conditions to the Obligation of the Company. The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver by the Company on or prior to the Closing Date of each of the following conditions:

(a) The representations and warranties of Parent and MergerCo contained in Article III shall be true and correct in all material respects when made and as of the Closing Date, with the same effect as though made at, and as of the Closing, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct only as of such date.

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(b) Parent shall have provided to the Company the funds required to effect, or to permit the Surviving Corporation to effect, the payments contemplated by Section 1.3(c). Parent and MergerCo shall have duly performed and complied in all material respects with all other agreements contained herein required to be performed or complied with by it at or before the Closing.

(c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by a senior executive officer of Parent, as to the fulfillment of the conditions set forth in Sections 5.3(a) and 5.3(b).

(d) The Company shall have redeemed the Redeemable Shares at the Redemption Price to the extent permissible under the Company’s certificate of incorporation.

ARTICLE VI

NO SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 No Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and MergerCo contained in this Agreement, or in any certificate delivered in connection with this Agreement (other than the covenants contained in Article I, Sections 4.3(b), 4.6, 4.7, 4.8, the last two sentences of Section 4.10(b) and Article IX of this Agreement) shall not survive the Closing, and any and all breaches of such representations and warranties and covenants shall be deemed waived as of the Closing.

ARTICLE VII

TERMINATION

7.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) By the written agreement of Parent and the Company;

(b) By either the Company, on the one hand, or Parent (on behalf of itself and MergerCo), on the other hand, by written notice to the other party after 5:00 p.m. New York City time on May 15, 2006, if the Merger shall not have been effected pursuant hereto, unless such date is extended by the mutual written consent of the Company and Parent, provided that such termination right shall not be available to the party whose failure to fulfill or cause to be fulfilled any obligation under this Agreement has been the primary cause of the failure of the Merger to occur prior to such date;

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(c) By either Parent (on behalf of itself and MergerCo), on the one hand, or the Company, on the other hand, by written notice to the other party (which, in the case of the Parent, shall include MergerCo) if:

(1) the other party has (and the terminating party shall not have) failed to perform and comply with, in all material respects, all agreements, covenants and conditions hereby required to have been performed or complied with by such party prior to the time of such termination, and such failure shall not have been cured within 30 days following written notice of such failure; or

(2) any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such party prior to the Closing.

7.2 Effect of Termination. In the event of the termination of this Agreement pursuant to the provisions of Section 7.1, this Agreement shall become void and have no effect, without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any party hereto, or any of its directors, officers, representatives, stockholders or Affiliates, except as provided in Sections 4.5 regarding publicity, the last two sentences of Section 4.10(b) regarding reimbursement and indemnification and Section 9.1 regarding expenses, the Confidentiality Agreement and this Section 7.2. Nothing in this Section 7.2 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by the other party or parties of its or their obligations under this Agreement pursuant to Section 9.16. If the transactions contemplated by this Agreement are terminated as provided herein:

(i) Parent shall return to the Company all documents and other materials received from the Company, its Affiliates or their agents (including all copies of or materials developed from any such documents or other materials) relating to the transactions contemplated hereby, whether obtained before or after the execution hereof; and

(ii) all confidential information received by Parent with respect to the Company and its Affiliates shall be treated in accordance with the Confidentiality Agreement which shall remain in full force and effect notwithstanding the termination of this Agreement.

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ARTICLE VIII

DEFINITIONS AND INTERPRETATION

8.1 Definition of Certain Terms; Interpretation. The terms defined in this Article VIII, whenever used in this Agreement (including in the Schedules of the Disclosure Letter), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so defined). All references herein to a Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to this Agreement, unless otherwise indicated and the words “hereof” and “hereunder” will be deemed to refer to this Agreement as a whole and not to any particular provision. The words “includes” and “including” will be deemed to be followed by the words “without limitation” whenever used. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Accreditations: the meaning set forth in Section 2.9(a)

Acquisition Purchase Price: the meaning set forth in Section 1.2(b).

Add-on Acquisition: the meaning set forth in Section 1.2(b).

Affiliate: with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

Aggregate Equity Merger Consideration: the amount equal to the Aggregate Merger Consideration, minus the Closing Date Debt minus the Transaction Expenses.

Aggregate Merger Consideration: the meaning set forth in Section 1.2.

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Agreement: this Agreement and Plan of Merger, including the Exhibits and Schedules hereto.

Annual Financial Statements: the meaning set forth in Section 2.4.

Approval Notice: the meaning set forth in Section 4.10(a).

Bain: Bain & Company, Inc.

Bridge Financing: the meaning set forth in Section 3.5.

Business Day: each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

Certificate: a certificate representing shares of Company Stock.

Certificate of Merger: the meaning set forth in Section 1.3(b).

Closing: the meaning set forth in Section 1.3(a)

Closing Date: the meaning set forth in Section 1.3(a).

Closing Date Debt: the amount of all Debt of the Company and its Subsidiaries as of the Effective Time, net of the positive value of Contracts relating to interest rate protection, swap agreements and collar agreements, but excluding (i) any Debt in respect of reimbursement obligations for letters of credit, bankers’ acceptances or guarantees if such letters of credit or bankers’ acceptances have not been presented to the issuers thereof for payment or, in relation to guarantees, the primary obligor is not in default of the guaranteed obligations and the beneficiary of such guarantee has not requested payment thereunder, (ii) any Debt in respect of capitalized leases reflected on the balance sheet included in the June Financial Statements or capitalized leases providing for aggregate rental payments less than or equal to $50,000 entered into after June 30, 2005 in the ordinary course of business and (iii) any Debt for the deferred purchase price of property, goods or services reflected on the balance sheet included in the June Financial Statements.

Code: the Internal Revenue Code of 1986, as amended.

Commitment Letter: the meaning set forth in Section 3.5.

Common Stock: the meaning set forth in Section 2.2(a).

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Common Stock Per Share Merger Consideration: an amount (rounded to the nearest $0.01) equal to (x) the Aggregate Equity Merger Consideration, plus the aggregate Exercise Price of all outstanding Company Options in respect of which an Option Cancellation Payment is payable hereunder and the aggregate Exercise Price of all Company Warrants exercised after the date hereof and prior to the Effective Time, plus the aggregate Exercise Price of all Company Warrants outstanding at the Effective Time, less the aggregate Liquidation Prices payable for all shares of Preferred Stock under Section 1.4(a), less the aggregate Liquidation Prices that would be payable if each of the Company Warrants outstanding at the Effective Time were exercised prior to the Effective Time and the relevant series of Preferred Stock for which such Company Warrant is exercisable were not converted into Common Stock prior to the Effective Time, divided by (y) the Fully Diluted Number.

Common Stock Warrants: all warrants covering the purchase of Common Stock, including the Common Stock Purchase Warrants, dated as of December 19, 2003, between the Company and the investors named therein.

Company: the meaning set forth in the preamble.

Company Benefit Plan: the meaning set forth in Section 2.10(a).

Company Employment Agreements: the meaning set forth in Section 2.10(a).

Company Options: all outstanding options to purchase Common Stock under the Stock Plans.

Company Stock: the capital stock of the Company, par value $0.000001 per share.

Company Warrants: the Common Stock Warrants, Series A Preferred Stock Warrants, Series A-1 Redeemable Preferred Stock Warrants, Series A-2 Preferred Stock Warrants, and Series C Preferred Stock Warrants.

Confidentiality Agreement: the meaning set forth in Section 4.3(a).

Consent: any consent, approval, authorization, order, filing, registration or qualification of or with any Person.

Contract: any written agreement, contract, commitment, instrument, undertaking or arrangement.

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Credit Agreement: the Amended and Restated Credit Agreement, dated as of May 11, 2005, as amended, restated or supplemented from time to time, among BNP Paribas, as Administrative Agent, Madison Capital Funding, LLC, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, the lenders from time to time party thereto, CRC Health Corporation, as Borrower, and the other credit parties signatory thereto.

Current Assets: the consolidated current assets of the Company and its Subsidiaries, (a) including (i) cash, (ii) the current assets attributable to the 4therapy Acquisition if consummated on or prior to the Closing, (iii) the current assets attributable to any Add-on Acquisition consummated on or prior to the Closing, and (iv) the receivable (whether or not classified as current) related to the gross receipt tax liability of Life Healing Center, but (b) excluding (i) any Tax assets, (ii) any prepaid expenses referred to in Section 1.3(c)(ii), (iii) prepaid payments to Affiliates, (iv) any assets included in the calculation of Closing Date Debt and (v) any assets relating to interest rate protection, swap or collar agreements.

Current Liabilities: the consolidated current liabilities of the Company and its Subsidiaries, (a) including (i) the current liabilities attributable to the 4therapy Acquisition if consummated on or prior to the Closing, and (ii) the current liabilities attributable to any Add-on Acquisition consummated on or prior to the Closing, but (b) excluding (i) any Tax liabilities, (ii) any liabilities included in the calculation of Closing Date Debt and (iii) the aggregate amount of any benefits and payments associated with Option Cancellation Payments (including withholding Taxes withheld therefrom) and (iv) the expenses referred to in Section 1.3(c)(ii).

Debt: with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, fees and premiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar Contracts, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases in accordance with GAAP, (v) in respect of letters of credit and bankers’ acceptances, (vi) for Contracts relating to interest rate protection, swap agreements and collar agreements and (vii) in the nature of guarantees of the obligations described in clauses (i) through (vi) above of any other Person.

Debt Financing: the meaning set forth in Section 3.5.

Delaware Secretary of State: the meaning set forth in Section 1.3(b).

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DGCL: the meaning set forth in Section 1.1.

DLJ: DLJ Growth Capital, Inc.

DOJ: the meaning set forth in Section 4.2(b).

Disclosure Letter: the meaning set forth in the first paragraph of Article II.

Dissenting Shares: the meaning set forth in Section 1.9(a).

Dissenting Stockholder: the meaning set forth in Section 1.9(a).

Effective Time: the meaning set forth in Section 1.3(b).

eGetgoing Stock Option Plan: the eGetgoing, Inc. 2000 Stock Option Plan, as amended.

Employee: the meaning set forth in Section 4.6.

Employment and Withholding Taxes: any federal, state, provincial, local, foreign or other employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care or other similar tax, duty or other governmental charge or assessment or deficiencies thereof and all Taxes required to be withheld by or on behalf of each of the Company and each of its Subsidiaries in connection with amounts paid or owing to any employee, independent contractor, creditor or other party.

Environmental Law: any federal, state, or local law, statute, rule, regulation or order relating to (i) the manufacture, transport, use, treatment, storage, disposal, release or threatened release of Hazardous Substances, or (ii) the protection of human health as it relates to exposure to Hazardous Substances or the environment (including, without limitation, natural resources, air, and surface or subsurface land or waters).

Equity Financing: the meaning set forth in Section 3.5.

Equity Fund: the meaning set forth in Section 3.5.

Equity Funding Letter: the meaning set forth in Section 3.5.

ERISA: the Employee Retirement Income Security Act of 1974, as amended.

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ERISA Affiliate: any trade or business (whether or not incorporated) which, together with the Company or its Subsidiaries (or their successors), is or would have been at any date of determination occurring within the preceding six years, treated as a single employer under Section 414 of the Code.

Estimated Net Working Capital: the meaning set forth in Section 1.2(c).

Estimated Net Working Capital Statement: the meaning set forth in Section 1.2(c).

Exercise Price: with respect to any Company Option or Company Warrant, the amount required to be paid by the holder thereof to exercise such option or warrant, as the case may be.

Financial Statements: the meaning set forth in Section 2.4.

Financing: the meaning set forth in Section 3.5.

4therapy Acquisition: the meaning set forth in Section 1.2(b).

Fully Diluted Number: the number of shares of Common Stock outstanding at the Closing, plus (i) the number of shares of Common Stock into which all Company Options outstanding at the Effective Time are exercisable or convertible in accordance with their terms, (ii) the number of shares of Series C Preferred Stock outstanding at the Effective Time, (iii) the number of shares of Series C Preferred Stock for which all Series C Preferred Stock Warrants outstanding at the Effective Time are exercisable or convertible in accordance with their terms, (iv) if the Series A Preferred Stock are converted into Common Stock prior to the Effective Time, the number of shares of Series A Preferred Stock for which all Series A Preferred Stock Warrants outstanding at the Effective Time are exercisable or convertible in accordance with their terms, and (v) if the Series A-2 Preferred Stock are converted into Common Stock prior to the Effective Time, the number of shares of Series A-2 Preferred Stock for which all Series A-2 Preferred Stock Warrants outstanding at the Effective Time are exercisable or convertible in accordance with their terms.

Fund Guaranty: the meaning set forth in Section 3.5.

FTC: the meaning set forth in Section 4.2(b).

GAAP: the meaning set forth in Section 2.4.

Governmental Entity: any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign, including any Person

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serving as a fiscal intermediary, agent or carrier with respect to any governmental program or benefit, and including, with respect to Section 4.9 only, any private accrediting organization or Person.

Hazardous Substance: any material or substance that is: (i) listed, classified or regulated as “hazardous” pursuant to any applicable Environmental Law, or (ii) any petroleum product or by-product, asbestos or polychlorinated biphenyls.

Healthcare Laws: the meaning set forth in Section 2.19(a).

High Yield Financing: the meaning set forth in Section 3.5.

HSR Act: the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

Indemnified Parties: the meaning set forth in Section 4.8(a).

Intellectual Property: the meaning set forth in Section 2.13(a).

IRS: the Internal Revenue Service.

JPMorgan: J.P. Morgan Securities Inc.

June Financial Statements: the meaning set forth in Section 2.4.

Knowledge of the Company: the actual knowledge of Barry Karlin and Kevin Hogge, obtained in the normal course of their respective duties as officers of the Company or any of its Subsidiaries.

Leased Real Property: the meaning set forth in Section 2.12(a).

Leases: the meaning set forth in Section 2.12(e).

Letter of Transmittal: the meaning set forth in Section 1.10(a).

Licenses: the meaning set forth in Section 2.13(b).

Lien: any mortgage, pledge, deed of trust, hypothecation, claim, security interest, title defect, encumbrance, burden, charge or other similar restriction, lease, sublease, claim, title retention agreement, option, easement, covenant, encroachment or other adverse claim.

Liquidation Prices: the meaning set forth in Section 1.4(a).

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Marketing Period: the meaning set forth in Section 4.10(a).

Material Adverse Effect: any change or effect that either individually or in the aggregate together with all other adverse changes or effects is, or is reasonably likely to be, materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, other than any change or effect that results or arises from (i) changes in (x) general economic or political conditions (including acts of war, declared or undeclared, armed hostilities and terrorism), financial, securities or capital market conditions (including prevailing interest rates), (y) the industry in which the Company operates that do not materially disproportionately affect the Company and its Subsidiaries, taken as a whole, compared to other companies in the industry or (z) laws, regulations or accounting standards, principles or interpretations, except in the case of clauses (y) and (z), to the extent the changes arise from or result from changes in laws or regulations affecting the industry in which the Company operates, and except in the case of clause (x), to the extent that any act of war or terrorism has a disproportionately negative effect on the Company and its Subsidiaries taken as a whole compared to other companies in the industry in which the Company operates or (ii) the announcement of this Agreement or the performance of obligations hereunder.

Material Contract: the meaning set forth in Section 2.14.

Maximum Premium: the meaning set forth in Section 4.8(b).

Merger: the meaning set forth in paragraph A of the preamble.

MergerCo: the meaning set forth in the preamble.

MergerCo Common Stock: the common stock, par value $0.01 per share, of MergerCo.

Merrill Lynch: Merrill Lynch & Co.

Minimum Cash Level: the meaning set forth in Section 1.2(c).

Net Working Capital: Current Assets minus Current Liabilities.

North Castle: North Castle Partners, L.L.C.

Option Cancellation Payment: the meaning set forth in Section 1.6(a)(i).

Organizational Documents: with respect to any corporation, its articles or certificate of incorporation and by-laws.

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Owned Intellectual Property: the meaning set forth in Section 2.13(a).

Owned Real Property: the meaning set forth in Section 2.12(a).

Parent: the meaning set forth in the preamble.

Paying Agent: the meaning set forth in Section 1.10.

Payor: the meaning set forth in Section 2.14(a).

Permits: the meaning set forth in Section 2.9(b).

Permitted Liens: (i) Liens disclosed in the Financial Statements, including the notes thereto, (ii) Liens for Taxes that are being contested in good faith and for which appropriate reserves have been established on the Financial Statements or that are not yet due; (iii) mechanic’s, materialmen’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or that are being contested in good faith; (iv) easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting Owned Real Property or the Leased Real Property, and (v) statutory Liens in favor of lessors arising in connection with any property leased to the Company or its Subsidiaries, which, in the case of clauses (iv) and (v), individually or in the aggregate, are not material and do not materially interfere with the use or possession by the Company or any of its Subsidiaries of any of the Owned Real Property or the Leased Real Property.

Per Share Merger Consideration: (i) in relation to each share of Common Stock, an amount equal to the Common Stock Per Share Merger Consideration, (ii) in relation to each share of Series A Preferred Stock, an amount equal to the Series A Liquidation Price, (iii) in relation to each share of Series A-2 Preferred Stock, an amount equal to the Series A-2 Liquidation Price, and (iv) in relation to each share of Series C Preferred Stock, an amount equal to the Series C Liquidation Price plus the Common Stock Per Share Merger Consideration.

Person: any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Entity or other entity.

Plan: each “employee benefit plan”, as such term is defined in section 3(3) of ERISA (whether or not subject to ERISA), and each bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance or other employee or retiree benefit or compensation plan, program, arrangement, policy or understanding.

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Preferred Stock: the meaning set forth in Section 1.4.

Redemption Price: $0.000001 per share.

Required Financial Information: the meaning set forth in Section 4.8(a).

Requirement Notice: the meaning set forth in Section 4.10(a).

Requisite Consent of Stockholders: (i) the written consent of holders of shares of Company Stock representing a majority of the voting power of the outstanding shares of Company Stock, (ii) the written consent of holders of shares of Preferred Stock representing a majority of the voting power of the outstanding shares of Preferred Stock, and (iii) the written consent of holders of Series C Preferred Stock representing not less than 66 2/3% of the voting power of the outstanding shares of Series C Preferred Stock, in each case, acting as a single class.

Senior Secured Financing: the meaning set forth in Section 3.5.

Senior Subordinated Notes: the 14.00% Senior Subordinated Notes, dated as of December 19, 2003, in the aggregate principal amount of $50 million, issued by CRC Health Corporation pursuant to the Note and Warrant Purchase agreement, dated as of December 19, 2003, among OCM Mezzanine Fund, L.P., DLJ Investment Partners, L.P., DLJ Investment Partners II, L.P., DLJIP II Holdings, L.P., The Northwestern Mutual Life Insurance Company, the Company, CRC Health Corporation and the other credit parties signatory thereto.

Series A Liquidation Price: the meaning set forth in Section 1.4(a).

Series A Preferred Stock: the meaning set forth in Section 2.2(a).

Series A Preferred Stock Warrants: all warrants covering the purchase of Series A Preferred Stock, including warrants outstanding under the Preferred Stock Purchase Warrants, dated as of December 19, 2003, between the Company and the investors named therein.

Series A Redeemable Common Stock: the meaning set forth in Section 2.2(a).

Series A-1 Redeemable Preferred Stock: the meaning set forth in Section 2.2(a).

Series A-1 Redeemable Preferred Stock Warrants: all warrants covering the purchase of Series A-1 Redeemable Preferred Stock, including warrants

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outstanding under the Warrant to purchase Common Stock of eGetgoing, Inc., dated as of November 17, 2000, between the Company and the investors named therein.

Series A-2 Liquidation Price: the meaning set forth in Section 1.4(a).

Series A-2 Preferred Stock: the meaning set forth in Section 2.2(a).

Series A-2 Preferred Stock Warrants: all warrants covering the purchase of Series A-2 Preferred Stock, including warrants outstanding under the Preferred Stock Purchase Warrants, dated as of December 19, 2003, between the Company and the investors named therein.

Series C Liquidation Price: the meaning set forth in Section 1.4(a).

Series C Preferred Stock: the meaning set forth in Section 2.2(a).

Series C Preferred Stock Warrants: all warrants covering the purchase of Series C Preferred Stock, including warrants outstanding under the Preferred Stock Purchase Warrants, dated as of December 19, 2003, between the Company and the investors named therein.

Shareholders Agreement: the Second Amended and Restated Stockholders Agreement, dated as of February 6, 2004, among the Company, NCP-CRC, L.P., NCP-CRC Co-Investment, L.P., DLJ Growth Capital Partners, L.P., GCP Plan Investors, L.P. and each of the other shareholders of the Company party thereto.

Stock Plans: the 2000 Stock Option Plan, 2002 Stock Option Plan and eGetgoing Stock Option Plan.

Subsidiary: with respect to any Person (for the purposes of this definition, the “parent”), any other Person (other than a natural person), whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by the parent or by one or more of its respective Subsidiaries or by the parent and any one or more of its respective Subsidiaries.

Surviving Corporation: the meaning set forth in Section 1.1.

Surviving Corporation Common Stock: the meaning set forth in Section 1.4(c).

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Target Net Working Capital: the meaning set forth in Section 1.2(c).

Taxes: all U.S. or non-U.S. federal, national, state or local taxes, assessments, levies or other governmental charges in the nature of taxes, including all income, franchise, withholding, unemployment insurance, social security, sales, use, excise, real and personal property, stamp, transfer, VAT, workers’ compensation, estimated, and alternative or add-on minimum taxes, together with all interest, penalties and additions payable with respect thereto.

Tax Return: all returns, reports, forms, declarations, statements, estimated returns, claims for refund and information returns supplied or required to be supplied to a taxing authority relating to Taxes.

Transaction Expenses: the aggregate amount of expenses incurred by the Company in connection with the Merger, including the fees of JPMorgan, Merrill Lynch, North Castle, DLJ, Bain, Debevoise & Plimpton LLP, DLA Piper Rudnick Gray Cary US LLP, Davis Wright Tremaine LLP and Deloitte & Touche LLP.

2000 Stock Option Plan: the CRC Health Corporation 2000 Stock Option Plan, as amended.

2002 Stock Option Plan: the CRC Health Group 2002 Stock Option Plan, as amended.

8.2 Disclosure Letter. The parties acknowledge and agree that any exception to a representation and warranty contained in this Agreement that is disclosed in any of the Schedules in the Disclosure Letter under the caption referencing such representation and warranty shall be deemed to also be an exception to each other representation and warranty contained in this Agreement to the extent that it is reasonably apparent that such exception is applicable to such other representation and warranty, except that none of the Schedules in the Disclosure Letter shall qualify the representation and warranty contained in Section 2.6(i). Certain information set forth in the Schedules to the Disclosure Letter is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement, and the disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the Company or Parent and MergerCo, as the case may be, in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

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ARTICLE IX

GENERAL PROVISIONS

9.1 Expenses. Except as otherwise specifically provided for in this Agreement, the Company, on the one hand, and Parent and MergerCo, on the other hand, shall bear their respective expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the Merger is effected; provided that Parent shall be responsible for all filing fees in connection with (i) the filings required by the HSR Act, (ii) any other filings with Governmental Entities required to effect the Merger and (iii) any other authorizations, consents, approvals, filings or notifications required to effect the Merger.

9.2 Further Actions. Subject to the terms and conditions of this Agreement, each party shall execute and deliver such certificates and other documents and take such actions as may reasonably be requested by the other party in order to effect the transactions contemplated by this Agreement.

9.3 Certain Limitations. It is the explicit intent and understanding of each of the parties that no party nor any of its Affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Articles II and III and no party is relying on any statement, representation or warranty, oral or written, express or implied, made by another party or such other party’s Affiliates, representatives or agents, except for the representations and warranties set forth in such Articles. The parties agree that this is an arm’s-length transaction in which the parties’ undertakings and obligations are limited to the performance of their undertakings and obligations under this Agreement.

9.4 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) mailed, certified or registered mail with postage prepaid, (iii) sent by next-day or overnight mail or delivery or (iv) sent by fax or telegram, as follows:

(a) if to the Company,

CRC Health Group, Inc.

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Fax: (408) 367-0037

Telephone: (408) 367-0036

Attention: General Counsel

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with a copy to:

North Castle Partners, L.L.C.

183 East Putnam Avenue

Greenwich, Connecticut 06830

Fax: (203) 862-3271

Telephone: (203) 862-3200

Attention: Douglas Lehrman

DLJ Growth Capital Partners, L.P.

c/o CSFB Private Equity

11 Madison Avenue

New York, NY 10010

Fax: (212) 538-0416

Telephone: (212) 325-4508

Attention: Ryan Sprott

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Fax: (212) 909-6836

Telephone: (212) 909-6000

Attention: Franci J. Blassberg, Esq.

And

Kelley Drye & Warren LLP

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901

Fax: (203) 327-2669

Telephone: (203) 324-1400

Attention: John T. Capetta, Esq.

(b) if to Parent or MergerCo,

c/o Bain Capital Partners, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Fax: (617) 516-2010

Attention:     John P. Connaughton

Steve Barnes

Chris Gordon

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with a copy to:  

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Fax: (617) 951-7050

Attention: Alfred O. Rose, Esq.

or, in each case, at such other address as may be specified in writing to the other parties hereto.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery, on the day after such delivery, (ii) if by certified or registered mail, on the seventh Business Day after the mailing thereof, (iii) if by next-day or overnight mail or delivery, on the day delivered or (iv) if by fax or telegram, on the next day following the day on which such fax or telegram was sent, provided that a copy is also sent by certified or registered mail.

9.5 Limited Disclosure. Notwithstanding anything else contained in this Agreement, Parent, MergerCo, the Company, the Surviving Corporation and the holders (or former holders) of Company Stock (and each employee, representative, or other agent of any of them) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all tax strategies relating to the transactions contemplated by this Agreement, as well as all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment, tax structure and tax strategies, provided that no Person shall be permitted by virtue of this paragraph to disclose the name of, or any other identifying information with respect to, any party to this Agreement.

9.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

9.7 Assignment; Successors. This Agreement shall not be assignable by any party hereto without the prior written consent of all of the other parties and any attempt to assign this Agreement without such consent shall be void and of no effect. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and the successors and assigns permitted by this Section 9.7 any right, remedy or claim under or by reason of this Agreement, other than, following the Closing, the rights of the former holders of Common Stock under Section 4.3(b) and the rights of former directors and officers of the Company and its Subsidiaries under Section 4.8 and, following the Effective Time, the right of (x) any former holder of Company Stock to receive the aggregate Per Share Merger Consideration, or (y) any holder of Company Options to receive the applicable Option Cancellation Payment, in each case in accordance with the terms of this Agreement.

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9.8 Amendment; Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

9.9 Entire Agreement. This Agreement (including the Exhibits and Schedules referred to herein or delivered hereunder) and the Confidentiality Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9.10 Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provisions in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

9.11 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

9.12 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

9.13 Governing Law. EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF DELAWARE MANDITORILY APPLY, THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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9.14 Consent to Jurisdiction, etc.

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any court of New York State sitting in the County of New York or any Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

9.15 Waiver of Punitive and Other Damages and Jury Trial.

(a) THE PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER PUNITIVE, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES IN ANY ARBITRATION, LAWSUIT, LITIGATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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(c) EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.

9.16 Specific Performance. Each of the parties hereto acknowledges and agrees that, in the event of any breach of this Agreement, the non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in accordance with any action instituted in accordance with Section 9.14 and (b) will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

CRCA HOLDINGS, INC.
By	/s/ Steven Barnes
Name:	Steven Barnes
Title:	President
CRCA MERGER CORPORATION
By	/s/ Steven Barnes
Name:	Steven Barnes
Title:	President

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CRC HEALTH GROUP, INC.
By	/s/ Dr. Barry Karlin
Name:	Dr. Barry Karlin
Title:	Chairman and CEO

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CRC HEALTH CORPORATION

1. The name of this corporation is CRC Health Corporation.

2. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock that this corporation shall have authority to issue is 1,000 shares of Common Stock, $0.001 par value per share. Each share of Common Stock shall be entitled to one vote.

5. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

6. The election of directors need not be by written ballot unless the by-laws shall so require.

7. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

8. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

9. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 9 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 9 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

10. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.

11. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

EX-3.2.1

Exhibit 3.2.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

QUALIFIED CARE INCORPORATED

Howard A. Brown certifies that:

1. He is the President, Chief Financial Officer and Secretary of Qualified Care Incorporated, a California corporation (the “Corporation”).

2. The Articles of Incorporation of this Corporation are amended and restated to read as follows:

ARTICLE 1. NAME

The name of the Corporation is 4therapy.com NETWORK.

ARTICLE 2. PURPOSE

The purpose of this Corporation is to engage in any lawful acts or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporation Code (the “Code”).

ARTICLE 3. AUTHORIZED CAPITAL

The Corporation is authorized to issue 20,000,000 shares of its capital stock, which shall be divided into two classes known as “Common Stock” and “Preferred Stock” respectively. The total number of shares of Common Stock which this Corporation is authorized to issue is 15,000,000 of the par value of one cent ($0.01) each, and the total number of shares of Preferred Stock which this Corporation is authorized to issue is 5,000,000 of the par value of one cent ($0.01) each. 1,000,000 of the shares of Preferred Stock are designated “Series A Preferred Stock” (the “Series A Preferred”). The remaining Preferred Stock may be issued from time to time in one or more series as the Board of Directors may determine. Effective upon the filing of these Amended and Restated Articles of Incorporation, each issued and outstanding share of Common Stock of the Corporation, as of such filing date, shall be split and become 4,500 shares of Common Stock of the Corporation without any action on the part of the holder thereof.

The Board of Directors is authorized within the limitations and restrictions stated in these Amended and Restated Articles of Incorporation (1) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock (other than the Series A Preferred) and the number of shares constituting any such series and the designation thereof, or any of them; and (ii) to decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. If the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status of authorized but unissued shares of Preferred Stock undesignated as to series.

ARTICLE 4. RIGHTS, PREFERENCES, PRIVILEGES

AND RESTRICTIONS OF CAPITAL STOCK

The relative rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of the shares of capital stock or the holders thereof are as follows:

1. Dividend Preference.

The holders of Series A Preferred shall be entitled to receive, out of funds legally available therefor, dividends at an annual rate equal to $0.08 (as adjusted for combinations, consolidations, subdivisions, or stock splits with respect to such shares) for each outstanding share of Series A Preferred held by them, payable when and if declared by the Board of Directors, in preference and priority to the payment of dividends on any shares of Common Stock (other than those payable solely in Common Stock or involving the repurchase of shares of Common Stock from terminated employees, officers, directors, or consultants pursuant to contractual arrangements). In the event dividends are paid to the holders of Series A Preferred that are less than the full amounts to which such holders are entitled pursuant to this Section 1, such holders shall share ratably in the total amount of dividends paid according to the respective amounts due each such holder if such dividends were paid in full. After payment of dividends to the holders of Series A Preferred, dividends may be declared and distributed among all holders of Common Stock; provided, however, that no dividend may be declared and distributed among holders of Common Stock at a rate greater than the rate at which dividends are paid to the holders of Series A Preferred based on the number of shares of Common Stock into which such shares of Series A Preferred are convertible (as adjusted for stock splits and the like) on the date such dividend is declared. The dividends payable to the holders of the Series A Preferred shall not be cumulative, and no right shall accrue to the holders of the Series A Preferred by reason of the fact that dividends on the Series A Preferred are not declared or paid in any previous fiscal year of the Corporation, whether or not the earnings of the Corporation in that previous fiscal year were sufficient to pay such dividends in whole or in part. In the event that the Corporation shall have declared but unpaid dividends outstanding immediately prior to, and in the event of, a conversion of Series A Preferred (as provided in Section 4 hereof), the Corporation shall, at the option of the Corporation, pay in cash to the holder(s) of Series A Preferred subject to conversion the full amount of any such dividends or allow such dividends to be converted into Common Stock in accordance with, and pursuant to the terms specified in, Section 4 hereof.

2. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or not, or the sale, lease, assignment, transfer, conveyance or disposal of all or substantially all of the assets of the Corporation, or the acquisition of this Corporation by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more than 50% of the outstanding voting power of this Corporation is disposed of (each a “Liquidation Event”), distributions to the shareholders of the Corporation shall be made in the following manner:

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(i) Each holder of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock, by reason of their ownership of such stock, the amount of $1.00 (the “Original Series A Issue Price”) per share (as adjusted for combinations, consolidations, subdivisions or stock splits with respect to such shares) for each share of Series A Preferred then held by such holder, plus an amount equal to all declared but unpaid dividends on such shares of Series A Preferred (collectively, the “Series A Preference”). If, upon the occurrence of a Liquidation Event, the assets and funds available to be distributed among the holders of Series A Preferred shall be insufficient to permit the payment to such holders of the full Series A Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series A Preferred shall be distributed ratably based on the total Series A Preference due each such holder under this Section 2(a).

(ii) After payment has been made to the holders of Series A Preferred of the full amounts to which they are entitled pursuant to paragraph (i) above, the remaining assets of the Corporation available for distribution to shareholders shall be distributed ratably among the holders of Common Stock.

(b) Each holder of Preferred Stock shall be deemed to have consented to distributions made by the Corporation in connection with the repurchase of shares of Common Stock issued to or held by officers, directors or employees of, or consultants to, the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements (whether now existing or hereafter entered into) providing for the right of said repurchase between the Corporation and such persons.

(c) The value of securities and property paid or distributed pursuant to this Section 2 shall be computed at fair market value at the time of payment to the Corporation or at the time made available to shareholders, all as determined by the Board of Directors in the good faith exercise of its reasonable business judgment, provided that (i) if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the closing sales price for such securities as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales for such date, then for the last preceding business day on which there were sales), as reported in the Wall Street Journal or similar publication, and (ii) if such securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value shall be the mean between the high bid and low asked prices for such securities on the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices).

(d) Nothing hereinabove set forth shall affect in any way the right of each holder of Preferred Stock to convert such shares at any time and from time to time into Common Stock in accordance with Section 4 hereof.

3. Voting Rights.

Except as otherwise required by law, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred Stock shall

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be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock could be converted at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of stock of the Corporation having general voting power and not separately as a class. Fractional votes by the holders of Preferred Stock shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) be rounded to the nearest whole number (with one-half being rounded upward). Holders of Common Stock and Preferred Stock shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws of the Corporation.

4. Conversion Rights.

The holders of Series A Preferred shall have conversion rights as follows:

(a) Right to Convert. Each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for such Series A Preferred, into such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing the Original Series A Issue Price by the then applicable Conversion Price for such Series A Preferred, determined as hereinafter provided, in effect at the time of conversion. The price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred (the “Series A Conversion Price”) shall initially be the Original Series A Issue Price. The initial Series A Conversion Price shall be subject to adjustment as provided in accordance with Section 4(d) of this Article 3.

(b) Automatic Conversion. Each share of Series A Preferred shall automatically be converted into shares of Common Stock at the then effective Series A Conversion Price upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public with aggregate proceeds to the Corporation in excess of $10,000,000 (before deduction for underwriters’ commissions and expenses) and a per share price not less than $5.00 per share (appropriately adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction) and (ii) the affirmative vote or written consent of a majority of the outstanding shares of Series A Preferred (each such event is an “Automatic Conversion”). In the event of an Automatic Conversion of the Series A Preferred upon a public offering as aforesaid, the person(s) entitled to receive the Common Stock issuable upon such conversion of such Series A Preferred shall not be deemed to have converted such Series A Preferred until immediately prior to the closing of such sale of securities.

(c) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price. Before any holder of Series A Preferred shall be entitled to convert the same into full shares of Common Stock and to receive

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certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred, and shall give written notice to the Corporation at such office that he or she elects to convert the same; provided, however, that in the event of an Automatic Conversion pursuant to Section 4(b), the outstanding shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion unless the certificates evidencing, such shares of Series A Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series A Preferred, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred to be converted, or in the case of Automatic Conversion, on the date of closing of the offering or the date of the affirmative vote or written consent of a majority of the then outstanding shares of Series A Preferred, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such chairs of Common Stock on such date.

(d) Adjustments to Conversion Price.

(i) Adjustments for Dividends, Splits, Subdivisions, Combinations or Consolidation of Common Stock. In the event the outstanding shares of Common Stock shall be increased by a stock dividend payable in Common Stock, stock split, subdivision or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation into a greater number of shares of Common Stock, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be decreased in proportion to the percentage increase in the outstanding number of shares of Common Stock. In the event the outstanding shares of Common Stock shall be decreased by a reverse stock split, combination, consolidation or other similar transaction occurring after the filing of these Amended and Restated Articles of Incorporation into a lesser number of shares of Common Stock, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be increased in proportion to the percentage decrease in the outstanding number of shares of Common Stock.

(ii) Adjustments for Other Distributions. In the event the Corporation at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, any distribution payable in securities of the Corporation other than shares of Common Stock and other than as otherwise adjusted in this Section 4, then and in each such event provision shall be made so that the holders of Series A Preferred shall receive

-5-

upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation which they would have received had their Series A Preferred been converted into Common Stock on the date of such event and had they thereafter, during, the period from the date of such event to and including the date of conversion retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 4 with respect to the rights of the holders of the Series A Preferred.

(iii) Adjustments for Reclassification, Exchange and Substitution. If the Common Stock issuable upon conversion of the Series A Preferred shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Series A Conversion Price then in effect shall, concurrently with the effectiveness or such reorganization or reclassification, be proportionately adjusted such that the Series A Preferred shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shaves of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of such Series A Preferred immediately before that change.

(e) No Impairment. Except as provided in Section 6, the Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock against impairment.

(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request of any holder of Series A Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable Series A Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred.

(g) Notices of Record Date. In the event that this Corporation shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

-6-

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

(iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, this Corporation shall send to the holders of the Series A Preferred:

(1) at least 20 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (iii) and (iv) above; and

(2) in the case of the matters referred to in (iii) and (iv) above, at least 20 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Series A Preferred at the address for each such holder as shown on the books of this Corporation.

(h) Issue Taxes. The Corporation shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series A Preferred pursuant hereto; provided, however, that the Corporation shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

(i) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Articles of Incorporation.

(j) Status of Converted Stock. In case any series of Preferred Stock shall be converted pursuant to this Section 4, the shares so converted shall resume the status of authorized but unissued shares of Preferred Stock undesignated as to series.

-7-

5. Redemption Rights.

The Series A Preferred shall be nonredeemable.

6. Residual Rights

All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein shall be vested in the Common Stock. The Common Stock shall not be redeemable.

ARTICLE 4. LIMITATION OF DIRECTORS’ LIABILITY

The liability of directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. If, after the effective date of this Article, California law is amended in a manner which permits a corporation to limit the monetary or other liability of its directors in such case to a greater extent than is permitted on such effective date, the reference in this Article to “California law” shall to that extent be deemed to refer to California law as so amended.

ARTICLE 5. INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND OTHER AGENTS

The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

3. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Code. The Corporation has one class of stock outstanding. The total number of outstanding shares of Common Stock of this Corporation is 2,000. The number of shares voting in favor of the amendment and restatement equaled or exceeded the vote required, such required vote being more than 50% of the outstanding shares of Common Stock.

-8-

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Date: January 30, 2000	/s/ Howard A. Brown
	Howard A. Brown
	President, Chief Financial Officer and Secretary

-9-

EX-3.2.2

Exhibit 3.2.2

ARTICLES OF INCORPORATION

OF

ADVANCED TREATMENT SYSTEMS, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation authorized by law to issue shares, pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

FIRST:	The corporate name for the corporation (hereinafter called the “Corporation”) is Advanced Treatment Systems, Inc.
SECOND:	The number of shares which the corporation is authorized to issued is 5,000, all of which are of a par value of $0.01 dollars each and are of the same class and are to be Common shares.
THIRD:	The post office address with street number, if any, of the initial registered office of the corporation in the Commonwealth of Virginia is 1175 Herndon Parkway, Suite 250, Herndon, Virginia 20170. The county or city in the Commonwealth of Virginia in which the said registered office of the Corporation is located is the County of Fairfax.
	The name of the initial registered agent of the corporation at the said registered office is Steven M. Levine. The said initial registered agent meets the requirements of Section 13.1-619 of the Virginia Stock Corporation Act, inasmuch as he is a resident of the Commonwealth of Virginia and an of the Corporation. The business office of the said registered agent of the Corporation is identical with the said registered office of the Corporation. Registered agent is an director of the corporation.
FOURTH:	No preemptive rights are granted.
FIFTH:	The purpose for which the corporation is organized, which shall include the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act.
SIXTH:	The name and the address of the individuals who are to serve as the initial directors of the Corporation are:
	Jerome E. Rhodes	1175 Herndon Parkway, Suite 250         Herndon, Virginia 20170
	Howard C. Landis	1175 Herndon Parkway, Suite 250         Herndon, Virginia 20170

	Raymond R. Rafferty	1175 Herndon Parkway, Suite 250         Herndon, Virginia 20170
SEVENTH:	The duration of the corporation shall be perpetual.
EXECUTED, effective this 11th day of August 1997.

/s/ Ellen J. Grossman

Ellen J. Grossman, Incorporator

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

August 15, 1997

The State Corporation Commission has found the accompanying articles submitted on behalf of

ADVANCED TREATMENT SYSTEMS, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective August 15, 1997.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ T.V. Morrison, Jr.
	Commissioner

CORPACPT

CIS20317

97-08-15-0508

EX-3.2.3

Exhibit 3.2.3

ARTICLES OF INCORPORATION

OF

ATS OF CECIL COUNTY, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation authorized by law to issue shares, pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

First:	The corporate name for the corporation (hereinafter called the “Corporation”) is ATS of Cecil County, Inc.
Second:	The number of shares which the Corporation is authorized to issued is 100, all of which are of a par value of $0.01 per share and are of the same class and are to be Common shares.
Third:	The post office address of the initial registered office of the Corporation is 1175 Herndon Parkway, Suite 250, Herndon, Virginia 20170. The Corporation’s initial registered office is located in Fairfax County.
	The name of the initial registered agent of the Corporation at the initial registered office is Steven M. Levine. The initial registered agent is a resident of the Commonwealth of Virginia and a director of the Corporation.
Fourth:	No preemptive rights are granted.
Fifth:	The Corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act.
Sixth:	The names and addresses of the individuals who shall serve as the initial directors of the Corporation are:
	Jerome E. Rhodes	1175 Herndon Parkway, Suite 250
		Herndon, Virginia 20170
	Steven M. Levine	1175 Herndon Parkway, Suite 250
		Herndon, Virginia 20170

EXECUTED, effective this 21^st day of July, 1999.

/s/ Steven M. Levine

Steven M. Levine, Incorporator

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

July 30, 1999

The State Corporation Commission has found the accompanying articles submitted on behalf of

ATS of Cecil County, Inc.

to comply with the requirements of law, and confirms payment of all required fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective July 30, 1999.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ Illegible
	Commissioner

EX-3.2.4

Exhibit 3.2.4

[Seal]

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A CORPORATION

By Unanimous Consent of the Shareholders

The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

FIRST:	The name of the corporation is Advanced Treatment Systems of York, Inc. (the “Corporation”).
SECOND:	The name of the corporation is changed to ATS of Delaware, Inc.
THIRD:	The foregoing amendment was adopted by unanimous consent of the shareholders on July 22, 2002.

The undersigned declares that the facts herein stated are true as of July 22, 2002.

ADVANCED TREATMENT SYSTEMS OF YORK, INC.
By:	/s/ Jerome Rhodes
	Jerome Rhodes, President

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

August 5, 2002

The State Corporation Commission has found the accompanying articles submitted on behalf of

ATS of Delaware, Inc. (formerly ADVANCED TREATMENT SYSTEMS OF YORK, INC.)

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective August 5, 2002, at 07:16 AM.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ T.V. Morrison, Jr.
	Commissioner

02-08-05-0220

AMENACPT

CIS0436

ARTICLES OF INCORPORATION

OF

ADVANCED TREATMENT SYSTEMS OF YORK, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation authorized by law to issue shares, pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

FIRST:	The corporate name for the corporation (hereinafter called the “Corporation”) is Advanced Treatment Systems of York, Inc.
SECOND:	The number of shares which the corporation is authorized to issued is 5,000, all of which are of a par value of $0.01 dollars each and are of the same class and are to be Common shares.
THIRD:	The post office address with street number, if any, of the initial registered office of the corporation in the Commonwealth of Virginia is 1175 Herndon Parkway, Suite 250, Herndon, Virginia 20170. The county or city in the Commonwealth of Virginia in which the said registered office of the Corporation is located is County of Fairfax.
	The name of the initial registered agent of the corporation at the said registered office is Steven M. Levine. The said initial registered agent meets the requirements of Section 13.1-619 of the Virginia Stock Corporation Act, inasmuch as he is a resident of the Commonwealth of Virginia and an officer of the Corporation. The business office of the said registered agent of the Corporation is identical with the said registered office of the Corporation.
FOURTH:	No preemptive rights are granted.
FIFTH:	The purpose for which the corporation is organized, which shall include the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act.
SIXTH:	The name and the address of the individuals who are to serve as the initial directors of the Corporation are:
	Jerome E. Rhodes	1175 Herndon Parkway, Suite 250         Herndon, Virginia 20170
	Steven M. Levine	1175 Herndon Parkway, Suite 250         Herndon, Virginia 20170
SEVENTH:	The duration of the corporation shall be perpetual.

EXECUTED, effective this 23^rd day of October, 1998.

/s/ Aliza Danoff

Aliza Ann Danoff, Incorporator

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

October 30, 1998

The State Corporation Commission has found the accompanying articles submitted on behalf of

ADVANCED TREATMENT SYSTEMS OF YORK, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective October 30, 1998.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ T.V. Morrison, Jr.
	Commissioner

CORPACPT

CIS20436

98-10-30-0086

EX-3.2.5

Exhibit 3.2.5

ARTICLES OF INCORPORATION

OF

ATS OF NORTH CAROLINA, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation authorized by law to issue shares, pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

FIRST:	The corporate name for the corporation (hereinafter called the “Corporation”) is ATS of North Carolina, Inc.
SECOND:	The number of shares which the corporation is authorized to issued is 5,000, all of which are of a par value of $0.01 dollars each and are of the same class and are to be Common shares.
THIRD:	The post office address with street number, if any, of the initial registered office of the corporation in the Commonwealth of Virginia is 1175 Herndon Parkway, Suite 250, Herndon, Virginia 20170. The county or city in the Commonwealth of Virginia in which the said registered office of the Corporation is located is the County of Fairfax.
	The name of the initial registered agent of the corporation at the said registered office is Steven M. Levine. The said initial registered agent meets the requirements of Section 13.1-619 of the Virginia Stock Corporation Act, inasmuch as he is a resident of the Commonwealth of Virginia and an director of the Corporation. The business office of the said registered agent of the Corporation is identical with the said registered office of the Corporation.
FOURTH:	No preemptive rights are granted.
FIFTH:	The purpose for which the corporation is organized, which shall include the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act.
SIXTH:	The name and the address of the individuals who are to serve as the initial directors of the Corporation are:

Jerome E. Rhodes	1175 Herndon Parkway, Suite 250 Herndon, Virginia 20170
Howard C. Landis	1175 Herndon Parkway, Suite 250 Herndon, Virginia 20170

Raymond R. Rafferty	1175 Herndon Parkway, Suite 250 Herndon, Virginia 20170
Steven M. Levine	1175 Herndon Parkway, Suite 250 Herndon, Virginia 20170

SEVENTH: The duration of the corporation shall be perpetual.

EXECUTED, effective this 22^nd day of January 1998.

/s/ Karen M. Corinna

Karen M. Corinna, Incorporator

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

January 22, 1998

The State Corporation Commission has found the accompanying articles submitted on behalf of

ATS OF NORTH CAROLINA, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective January 22, 1998.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ T.V. Morrison, Jr.
	Commissioner

CORPACPT

CIS20317

98-01-22-0510

EX-3.2.6

Exhibit 3.2.6

ARTICLES OF INCORPORATION

OF

BATON ROUGE TREATMENT CENTER, INC.

I, the undersigned natural person, capable of contracting, acting as incorporator of a corporation under the Business Corporation Law of the State of Louisiana, adopt the following articles of incorporation for such corporation.

1. The name of the corporation shall be:

BATON ROUGE TREATMENT CENTER, INC.

2. The purpose or purposes for which the corporation is to be formed is:

To engage in any lawful act or activity for which corporations may be formed under the Louisiana Business Corporation Law.

3. The duration of the corporation shall be perpetual.

4. The aggregate number of shares which the corporation shall have authority to issue is:

1,000 Shares Common With No Par Value.

5. The shares shall consist of one class only.

6. The full name and post office address of the incorporator is as follows:

NAME	ADDRESS
Ricardo Beausoleil	Corporate Agents, Inc.
	1013 Centre Road
	Wilmington, DE 19805

Dated: June 12, 1995

/s/ Ricardo Beausoleil

INCORPORATOR

STATE OF DELAWARE	)
	SS
COUNTY OF NEW CASTLE	)

On this 12th day of June, A.D., 1995, personally appeared before me, Ricardo Beausoleil, who being by me first duly sworn, declared that he is the Incorporator of BATON ROUGE TREATMENT CENTER, INC. that he executed the foregoing document as Incorporator, of the corporation and that the statements therein contained are true.

/s/ Pamela Lynn Simpson

Notary Public

W. Fox McKeithen Secretary of State   [ LOGO ] DOMESTIC BUSINESS CORPORATION INITIAL REPORT (R.S. 12:25 and 12:101)

1. The name of this corporation is: BATON ROUGE TREATMENT CENTER, INC.

2. The location and municipal address (not a P.O. Box only) of this corporation’s registered office:

320 SOMERULOS STREET

BATON ROUGE, LA 70802-6129

3. The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are:

CORPORATION SERVICE COMPANY

SAME AS ABOVE

4. The names and municipal addresses (not a P.O. Box only) of the first directors are:

PATRICIA LEWIN

519 SUWANEE CIRCLE, TAMPA, FL 33606

Incorporator(s) signature(s):

/s/ Ricardo Beausoleil

RICARDO BEAUSOLEIL

AGENT’S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

Registered agent(s) signature(s):

/s/ Lisa G Mulligan

LISA G. MULLIGAN

CORPORATION SERVICE COMPANY

Sworn to and subscribed before me this 12^th day of June, 1995.

/s/ Pamela Lynn Simpson

Notary

#341 Rev. 2/91 (See instructions on back)

W. Fox McKeithen   Secretary of State [ LOGO ]	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Domestic Corporation (Business or Non-Profit) Enclose $20.00 filing fee Make remittance payable to Secretary of State Do not send cash	Return to:	Corporations Division P.O. Box 94125 Baton Rouge, LA 70604-8125 Phone (504) 925-4704

Corporation Name: BATON ROUGE TREATMENT CENTER, INC.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:                                                                                       

______________________________________________________________________________________________________________

___________________________________________

To be signed by one (1) officer or two (2) directors  

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows:

Kimberly M. Gunther

10136 Florida Blvd. Baton Rouge, LA 70816

/s/ Patricia Lewin

President, Vice President or Secretary

AGENT AFFIDAVIT AND ACKNOWELDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

/s/ Kimberly Gunther

Registered Agent(s)

Sworn to and subscribed before me this 15^th day of November, 1996.

/s/ Illegible

Notary

#361 Rev.              (See instructions on back)

BATON ROUGE TREATMENT CENTER, INC.

10136 Florida Boulevard

Baton Rouge, Louisiana 70815

(504) 274-9787         FAX (504) 274-9792

8-2-99

Secretary of State

Att: W. Fox McKeithen

Please change our address for the President of Company To: Patricia Lewin P.O. Box 280 St Helena SC 29920. For your information telephone number is 843 838-0063.

Thank you,

/s/ Patricia Lewin

NOTICE OF NEW ADDRESS OF REGISTERED

AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12:308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief , as of this 25^th day of August, 2003.

National Registered Agents, Inc.
By:	/s/ Dennis Howarth
	Dennis E. Howarth, President

W. Fox McKeithen Secretary of State [ LOGO ]	DOMESTIC CORPORATION ANNUAL REPORT For Period Ending June 13, 2005
Mailing Address Only (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX) 34496036 D BATON ROUGE TREATMENT CENTER, INC. 11445 REIGER ROAD BATON ROUGE, LA 70809-4556		(INDICATE CHANGES TO THIS ADDRESS IN THIS BOX) Registered Office Address in Louisiana (Do Not Use P.O. Box) 11445 REIGER ROAD BATON ROUGE, LA 70809-4556
		Federal Tax ID Number 72-1298904	Issued Shares 1,000

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below.

All agents must have a Louisiana address. Do not use a P.O. Box.

A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE.

NATIONAL REGISTERED AGENTS, INC.

1280 CLAUSEL STREET/MANDEVILLE, LA 70448

I hereby accept the appointment of registered agent(s).	Sworn to and subscribed before me on NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #
New Registered Agent Signature	Notary Signature	Date

Our records indicate the following officers or directors for the corporation. Indicate any changes or deletions below. If space is needed for additional officers/directors, attach an addendum. Include addresses. Do not use a P.O. Box. Indicate all offices held by each individual listed.

DAVID                                                                                        DIR

c/o                                                                                                  

PATTI                                                                                         DIR

c/o                                                                                                  

See Attachment

SIGN è	To be signed by an officer, director or agent /s/ Pamela B. Burke	Title Secretary	Phone     408-367-0036	Date     6/8/05
	Signee’s Address c/o CRC Health Group 20400 Stevens Creek Blvd, Suite 600 Cupertino, CA 96014	E-Mail address pburke@crchealth.com
Enclose filing fee of $ 25.00 Make remittance payable to Secretary of State Do Not Send Cash                                              Do Not Staple         DO NOT STAPLE web site (ILLEGIBLE)		Return by:    June 13, 2005               to:        Commercial Division                           P.O. Box (ILLEGIBLE)                           Baton Rouge, LA (ILLEGIBLE)                           Phone (ILLEGIBLE)		CHECK IF NO CHANGE (            )

                                                 (ILLEGIBLE)

UNSIGNED REPORTS WILL BE RETURNED

Baton Rouge Treatment Center

Officers and Directors

Officers

President: Philip Herschman, c/o CRC Health Group, Inc. 6185 Paseo Del Norte, # 150 Carlsbad, CA 92009

Chief Financial Officer and Treasurer: Kevin Hogge, c/o CRC Health Group, Inc., 20400 Stevens Creek Blvd., Suite 600, Cupertino, CA 96014

Secretary: Pamela Burke, c/o CRC Health Group, Inc., 20400 Stevens Creek Blvd., Suite 600, Cupertino, CA 96014

Directors

Kathleen Sylvia, c/o CRC Health Group, Inc., 20400 Stevens Creek Blvd., Suite 600, Cupertino, CA 96014

Philip Herschman, c/o CRC Health Group, Inc. 6185 Paseo Del Norte, # 150, Carlsbad, CA 92009

Kevin Hogge, c/o CRC Health Group, Inc., 20400 Stevens Creek Blvd., Suite 600, Cupertino, CA 96014

EX-3.2.7

Exhibit 3.2.7

JOE MANCHIN, III Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS [Seal]       WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL #             

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Beckley Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The physical address (not a PO box) of the principal office of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street: City/State/Zip: County: Street/Box: City/State/Zip:	618 Church Street, Suite 510 Nashville, Tennessee 37219 Davidson County
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street: City/State/Zip: County: Street/Box: City/State/Zip:	2157 Greenbrier Street Charleston WV 25311 Kanawha County
4.	The name and address of the person to whom notice of process may be sent is:	Name: Street: City/State/Zip:	Corporation Service Company 1600 Laidley Tower Charleston, WV 25301
5.	This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $ 0 .

The capital stock will be divided in 1,000 shares at the par value of $ No par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable):

[Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Marc R. Weintraub	Steptoe & Johnson PLLC	-0-
	Bank One Center, Seventh Floor
	Charleston, WV 25301

11. The number of directors constituting the initial board of directors of the corporation is 2, and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 6/11/2001 Signatures: /s/ Marc R. Weintraub

STATE OF WEST VIRGINIA, COUNTY OF KANAWHA; I, Kelly J. Young, a Notary Public, hereby certify that Marc R. Weintraub, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires 5-25-2003	/s/ Kelly J. Young,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

BECKLEY TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
Davis R. Gnass	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219
Patty Chadwick	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Patty Chadwick, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.8

Exhibit 3.2.8

BGI OF BRANDYWINE, INC.

ARTICLES OF INCORPORATION

The undersigned hereby forms a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and, to that end, sets forth the following:

FIRST: The name of the Corporation is BGI of Brandywine, Inc.

SECOND: The business objects and purposes for which the Corporation is organized are to transact any and all lawful business not required to be specifically stated in these Articles of Incorporation.

THIRD: The aggregate number of shares that the Corporation is authorized to issue is One Thousand (1,000) shares of common stock having a par value per share of Ten Cents ($.10).

Unless prohibited by the Code of Virginia, any action requiring shareholder approval shall be made by a majority of all the votes cast on such action by the shareholders entitled to vote on the transaction at a meeting at which a quorum of such shareholders exists.

FOURTH: The post office address of the initial registered office of the Corporation: 8133 Leesburg Pike, Suite 550, Vienna, Virginia 22180.

The name of the County in which the initial registered office is located is Fairfax.

The name of the initial registered agent of the Corporation at such address is Michael W. Beavers.

Said agent is a resident of Virginia and a director of the Corporation.

FIFTH: The number of directors constituting the initial board of directors is four and the names and addresses of the persons who are to serve as the initial Directors of the Corporation are:

NAME	ADDRESS
Michael W. Beavers	8133 Leesburg Pike, Suite 550 Vienna, VA 22180
James E. Fay	8133 Leesburg Pike, Suite 550 Vienna, VA 22180
Herman I. Diesenhaus	8133 Leesburg Pike, Suite 550 Vienna, VA 22180
	/s/ Lowell D. Turnbull
	LOWELL D. TURNBULL

Date: February 19, 1987

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

March 9, 1987

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

BGI of Brandywine, Inc.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective March 9, 1987.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of Fairfax County following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacy Commissioner

EX-3.2.9

Exhibit 3.2.9

BOWLING GREEN INN OF PENSACOLA, INC.

ARTICLES OF INCORPORATION

The undersigned herby forms a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and, to that end, sets forth the following:

FIRST: The name of the Corporation is Bowling Green Inn of Pensacola, Inc.

SECOND: The business objects and purposes for which the Corporation Is organized are to transact any and all lawful business not required to be specifically stated in these Articles of Incorporation

THIRD: The aggregate number of shares that the Corporation is authorized to issue is One Thousand (1000) shares of common stock having a par value per share of Ten Cents ($.10).

FOURTH: The post office address of the initial registered office, including street and number is 3975 University Drive, Suite 220, Fairfax, Virginia 22030.

FIFTH: The initial registered office is located in the City of Fairfax.

SIXTH: The name of its initial registered agent is James M. Sack, who is a resident of Virginia, a member of the Virginia State Bar, and whose business office is identical with the registered office.

SEVEN’TH: The names and addresses of the initial directors are as follows:

Name	Address
Michael W. Beavers	8000 Towers Crescent Drive
	Eighth Floor
	Vienna, Virginia 22180
James E. Fay	8000 Towers Crescent Drive
	Eighth Floor
	Vienna, Virginia 22180

Dated: May 12, 1988	/s/ Lowell D. Turnbull
	Lowell D. Turnbull

-2-

321705

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

May 18, 1988

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

Bowling Green Inn of Pensacola, Inc.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective May 18, 1988.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of (Filed in Fairfax Co.) following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacey
	Commissions

Court Number: 303

0519NEW

-3-

EX-3.2.10

Exhibit 3.2.10

BOWLING GREEN INN OF SOUTH DAKOTA, INC.

ARTICLES OF INCORPORATION

The undersigned hereby forms a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and, to that end, sets forth the following:

FIRST: The name of the Corporation is Bowling Green Inn of South Dakota, Inc.

SECOND: The business objects and purposes for which the Corporation is organized are to transact any and all lawful business not required to be specifically stated in these Articles of Incorporation.

THIRD: The aggregate number of shares that the Corporation is authorized to issue is One Thousand (1000) shares of common stock having a par value per share of Ten Cents ($.10).

FOURTH: The post office address of the initial registered office, including street and number is 3975 University Drive, Suite 220, Fairfax, Virginia 22030.

FIFTH: The initial registered office is located in the City of Fairfax.

SIXTH: The name of its initial registered agent is James M. Sack, who is a resident of Virginia, a member of the Virginia State Bar, and whose business office is identical with the registered office.

SEVENTH: The names and addresses of the initial directors are as follows:

Name	Address
Michael W. Beavers	8000 Towers Crescent Drive
	Suite 1340
	Vienna, Virginia 22180
James E. Fay	8000 Towers Crescent Drive
	Suite 1340
	Vienna, Virginia 22180

Dated: June 20, 1988	/s/ Lowell D. Turnbull
	Lowell D. Turnbull, Incorporator

-2-

323552

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

June 24, 1988

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

Bowling Green Inn of South Dakota, Inc.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective June 24, 1988.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of (Filed in Fairfax Co.) following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacey
	Commissioner

Court Number: 303

01519NEW

-3-

EX-3.2.11

Exhibit 3.2.11

ARTICLES OF INCORPORATION

OF

CAPS of Virginia, Inc.

The undersigned, for the purpose of organizing a corporation under the provisions and subject to the requirements of Chapter 9 of Title 13.1 of the Code of Virginia, and the acts amendatory thereto, and known as the “Virginia Stock Corporation Act” (the “Act”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is

CAPS of Virginia, Inc.

SECOND: The business purposes for which the Corporation is organized are to transact any and all lawful business or other activities not required to be specifically stated in these Articles of Incorporation in accordance with Section 13.1-620 of the Act.

THIRD: The aggregate number of shares that the Corporation is authorized to issue is One Thousand (1,000) shares of common stock, ten cents ($.10) par value per share.

FOURTH: The post office address of the initial registered office of the Corporation in the Commonwealth of Virginia is 5511 Staples Mill Road, Richmond, Virginia 23228.                                                                                                        County of Henrico 

FIFTH: The name of the initial registered agent of the Corporation is Edward R. Parker, who is a resident of the Commonwealth of Virginia, a member of the Virginia State Bar, and whose business is identical with the registered office of the Corporation.

SIXTH: The Corporation shall, to the fullest extent permitted by the provisions of the Virginia Stock Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

I, the undersigned, being the sole incorporator, for the purpose of forming a Corporation under the Virginia Stock Corporation Act, do hereby certify that the facts herein are true, and accordingly have hereto set my hand this 17^th day of October, 1995.

/s/ Fred C. Chase

Fred C. Chase, Incorporator

Mintz, Levin, Cohn, Ferris,

  Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

October 18, 1995

The State Corporation Commission has found the accompanying articles submitted on behalf of

CAPS OF VIRGINIA, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective October 18, 1995.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSIONER
By	/s/ Illegible
	Commissioner

EX-3.2.12

Exhibit 3.2.12

ARTICLES OF INCORPORATION

OF

CARTERSVILLE CENTER, INC.

I

The name of the corporation is:

CARTERSVILLE CENTER, INC.

II

The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

III

The corporation shall have perpetual duration.

IV

The corporation is a corporation organized for profit and is organized for the following purposes: to engage in any business in which a corporation or corporations may be organized under the Georgia Business Corporation Code.

V

The corporation shall have authority, acting by its board of directors, to issue not more than 1,500 Shares at No Par Value.

VI

The address of the initial registered office of the corporation is 100 Peachtree St. Atlanta, GA 30303, County of Fulton. The name of the registered agent at such address is Corporation Service Company.

VII

The shareholders of the corporation shall have preemptive rights to acquire any unissued shares of the corporation.

VIII

The mailing address of the initial principal office of the corporation is 100 Peachtree St. Atlanta, GA 30303.

IX

The name and address of the incorporator is:

NAME	ADDRESS
Heather Klinzing	Corporation Service Company
	100 Peachtree Street
	Atlanta, GA 30303

IN WITNESS WHEREOF, the undersigned incorporator has executed the Articles of Incorporation.

Dated: October 30, 1998

/s/ Heather Klinzing

Incorporator

hkk

-2-

[SEAL]   LEWIS A. MASSEY Secretary of State OFFICE OF SECRETARY OF STATE CORPORATIONS DIVISION Suite 315, West Tower, 2 Martin Luther King Jr. Drive Atlanta, Georgia 305334-1530 (404) 656-2817 Registered agent, officer, entity status information on the internet http://www.sos.state.ga.us CATHY COX Assistant Secretary of State – Operations   WARREN H. RARY Director

TRANSMITTAL INFORMATION

NEW GEORGIA PROFIT OR NONPROFIT CORPORATIONS

DO NOT WRITE IN SHADED ARFEA – SOS USE ONLY

Docket #983030720      PENDING P3503025      CONTROL #                                                         

Docket		DATE	AMOUNT	CHECK
Code	311	FILED 10/30/98	RECEIVED 160	RECEIPT # 220160734
TYPE DP	DP	EXAMINER	JURISDICITON (COUNTY CODE) Fulton - 60

NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM

1.	983030712
	Corporate Name Reservation Number
	Cartersville Center, Inc.
	Corporate Name
2.	Corporation Service Company		404-659-8832
	Applicant/Attorney
	100 Peachtree Street
	Address
	Atlanta	GA	30303
	City                                                         State                                                           Zip Code

3. I understand that the information on this form will be entered in the Secretary of State business registration database. I certify that a Notice of Incorporation or Notice of Intent to Incorporate with a publishing fee of $40.00 has been or will be mailed or delivered to the authorized newspaper as required by law.

Mail or deliver to the Secretary of State, at the above address, the following:

1) This transmittal form

2) The original and one copy of the Articles of Incorporation

3) A filing fee of $60.00 payable to Secretary of State. Filing fees are NON-refundable.

NOTE: DO NOT submit this form if you are changing the name of an existing corporation.

/s/ Heather Klinzing	10/13/08
Authorized Signature		Date

Registered agent, officer, entity status information on the internet: http://www.sos.state.ga.us

FORM 227?

EX-3.2.13

Exhibit 3.2.13

KEN HECHLER	[Seal]	FILE IN DUPLICATE ORIGINALS
Secretary of State		FEE: AS PER SCHEDULE ON PAGE 4
State Capitol, W-139		-BUSINESS CORPORATION
Charleston, WV 25305		(stock, for profit):
(304) 342-8000		Complete all items except 3.A.
		- NON-PROFIT CORPORATION
		(membership, nonstick):
		Complete all items except 3.B. & 7

WEST VIRGINIA	FILED
	JUN 25 1998
ARTICLES OF INCORPORATION	IN THE OFFICE OF
	SECRETARY OF STATE
OF	WEST VIRGINIA
CHARLESTON TREATMENT CENTER INC.

The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles of Incorporation for such corporation:

1. The undersigned agree to become a West Virginia corporation by the name of

CHARLESTON TREATMENT CENTER INC.

_______________________________________________________________________________________________________________________________________________________

(The name of the corporation shall contain one of the words “corporation,” “company,” “incorporated,” “limited” or shall contain an abbreviation of one of such words. (§31-1-11, W. Va. Code)

2.      A. The address at the physical location of the principal office of the corporation will be 58 MORGAN ROAD, PO BOX 829 street, in the city, town or village of LOBECO, county of BEAUFORT, State of SOUTH CAROLINA, Zip Code 29931.

The mailing address of the above location, if different, will be SAME AS ABOVE.

B. The address at the physical location of the principal place of business in West Virginia of the corporation, if different than the above address, will be 1600 LAIDLEY TOWER street, in the city, town or village of CHARLESTOWN, KANAWHA County, West Virginia, Zip Code 25301.

The mailing address of the above location, if different, will be SAME AS ABOVE.

3. This corporation is organized as:

A. Non-stock, non-profit                                         .

or

B. Stock, for profit X, and the aggregate value of the authorized capital stock of said profit corporation

will be $0.00 dollars, which shall be divided into 1,000                                             

                                                                                          (no. of shares)

shares of the par value of WITHOUT PAR VALUE                                dollars each. (If the shares are to be divided

                                             (or state “without par value,” if applicable)

into more than one class or if the corporation is to issue shares in any preferred or special class in series, additional statements are required within the articles of incorporation.) (As provided by law, for the purpose of assessment of the license tax, and for no other purpose, shares of stock having no par value shall be presumed to be of the par value of $25 each; but, if such stock was originally issued for a consideration greater than $25 per share, the annual license taxes as are required to be paid to the Tax Commissioner shall be computed upon the basis of the consideration for which such stock was issued. W. Va. Code §11-12-78)

4. The period of duration of the corporation, which may be perpetual, is PERPETUAL.

1

PLEASE DOUBLE SPACE; IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND ADD PAGES:

5. The purpose(s) for which this corporation is formed (which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated in West Virginia), is (are) as follows:

TO ENGAGE IN ANY AND ALL LAWFUL BUSINESS ACTIVITY.

6. The provisions for the regulation of the internal affairs of the corporation, which the incorporators elect to set forth in the articles of incorporation, are as follows:

N/A

7. The provisions granting, limiting or denying preemptive rights to shareholders, if any, are as follows:

N/A

2

8. The full name(s) and address(es) of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each is(are) as follows:

NAME	ADDRESS	Number of Shares       (Optional)
WENDY SNOW	1013 CENTRE ROAD, WILMINGTON, DE 19805

9. The number of directors constituting the initial board of directors of the corporation is ONE and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members, or until their successors are elected and shall qualify, are as follows:

NAME	ADDRESS
PATRICIA LEWIN	58 MORGAN ROAD, PO BOX 829, LOBECO, SC 29931

10. The name and address of the appointed person to whom notice or process may be sent is                                                  

CORPORATION SERVICE COMPANY 1600 LAIDLEY TOWER, CHARLESTON, WV 25301.

ACKNOWLEDGEMENT

I(We), the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.”

In witness whereof, I(we) have accordingly hereunto set my(our) respective hands this 24^TH day of JUNE , 1998. (All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.)

PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.

WENDY SNOW
1013 CENTRE ROAD, WILMINGTON, DE 19805	/s/ Wendy Snow
STATE OF DELAWARE
COUNTY OF NEW CASTLE

I, JANET WOZNICKI , a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 8 must be inserted in this space by official taking acknowledgement)

WENDY SNOW
	,

whose name(s) is(are) signed to the foregoing Articles of Incorporation, this day personally appeared before me in my said county and acknowledged his(her)(their) signature(s).

JANET B.WOZNICKI NOTARY PUBLIC OF DELAWARE APPOINTED AUG. 5, 1996 TERM 4 YEARS SEAL	My commission expires 8-5-00
	/s/ Janet B. Woznicki
	(Notary Public)

ARTICLES OF INCORPORATION PREPARED BY WENDY SNOW whose mailing address is 1013 CENTRE ROAD, WILMINGTON, DE 19805.

Official Form 101

3

EX-3.2.14

Exhibit 3.2.14

KEN HECHLER Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS [Seal]       WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL # 3 6 9 6 1

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Clarksburg Treatment Center, Inc. c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South, Suite 308
2.	The physical address (not a PO box) of the principal office of the corporation will be:	Street:
		City/State/Zip:	Nashville, Tennessee 37203
	located in the County of:	County:	Davidson County
	The mailing address of the above location, if different, will be:	Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
	located in the County of:	County:	Kanawha County
	The mailing address of the above location, if different, will be:	Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $ 25,000.

The capital stock will be divided in 1,000 shares at the par value of $ no par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 5/99

Page 2

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable):

[Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Bradley J. Fauss	Alston & Bird, LLP 1201 West Peachtree Street	-0-
	Atlanta, Georgia 30309-3424

11. The number of directors constituting the initial board of directors of the corporation is 2, and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 11/17/00 Signatures: /s/ Bradley J. Fauss

STATE OF Georgia, COUNTY OF FULTON; I, Jan R. Ezell, a Notary Public, hereby certify that Bradley J. Fauss, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires 8/7/2001	/s/ Jan R. Ezell,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

CLARKSBURG TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
David R. Gnass	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203
Karen Krumeich	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Karen Krumeich, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.15

Exhibit 3.2.15

RESTATED CERTIFICATE OF INCORPORATION

OF

COMPREHENSIVE ADDICTION PROGRAMS, INC.

FIRST: The name of the corporation is:

Comprehensive Addiction Programs, Inc.

SECOND: The address of its registered office in the State of Delaware is 15 East North Street in the City of Dover, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.0001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is 1,000.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the corporation; the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeat the Bylaws of the corporation.

SEVENTH: To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article SEVENTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is COMPREHENSIVE ADDICTION PROGRAMS, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, Suite 1B, City of Dover, 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on: March 30, 2005.

/s/ Pamela Burke

Pamela Burke, Secretary

EX-3.2.16

Exhibit 3.2.16

Form 2 – Sec. State 1984

ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin corporation under the “Wisconsin Business Corporation Law”, Chapter 180 of the Wisconsin Statutes:

Article 1.

The name of the corporation is CORAL HEALTH SERVICES, INC.

Article 2.

The period of existence shall be perpetual.

Article 3.

The purposes shall be to engage in any lawful activities authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.

The number of shares which it shall have authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, with a class, is:

Class	Series (If any)	Number of shares	Par value per share or statement that shares are without par value
Common	None	2,800	No par value

Article 5.

The preferences, limitation, designation, and relative rights of each class or series of stock, are no par stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors thereof, and any and all shares so issued, the fixed consideration for which has been paid or delivered, shall be deemed fully paid stock and not liable for any further call or assessment thereon, and the holder of such stock shall not be liable for any further payment.

Article 6.

The initial registered office is located in Milwaukee County, Wisconsin, and the address of such registered office is

3291 North Sherman Boulevard Milwaukee, WI 53216 The complete address, including street and number, if assigned, and the ZIP code, must be stated.

Article 7. Name of initial registered agent at such address is Nellie W. Kendrick

-See instructions and suggestions elsewhere on the form-

Article 8. The number of directors constituting the board of directors shall be fixed by by-law. XX XXXXXXX XXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX                                 .

(Strike out the Article 8 you do not use)

Article 9. (Use of Article 9 is optional – see instructions)

The names of the initial directors are:

Article 10. (Other provisions)

The corporation shall, at all times, have first option or opportunity to purchase any and all shares of issued stock from any stockholder desiring to sell same before any stockholder may offer such shares of stock for sale on the open market.

Article 11.

These articles may be amended in the manner authorized by law at the time of amendment.

Article 12.

The name and address of incorporator (or incorporators) are:

NAME	ADDRESS (street & number, city, state & ZIP code)
Nellie W. Kendrick	3291 N. Sherman Blvd. Milwaukee, WI 53216

Executed in duplicate on the 20 day of December, 1990

	/s/ Nellie W. Kendrick
	Nellie W. Kendrick
All incorporators
SIGN HERE

-2-

STATE OF WISCONSIN

ss.

        County of Milwaukee

Personally came before me this 20 day of December A.D., 1998 the aforementioned incorporator(s) Nellie W. Kendrick to me known to be the person who executed the foregoing instrument, and acknowledged the same.

/s/ Thomas E. Dolan

Notary Public

Thomas E. Dolan

My Commission XXXXXX is permanent

This document was drafted by	THOMAS E. DOLAN, Atty.	(See instructions)
	(Name of person – please print or type)

INSTRUCTIONS AND SUGGESTIONS

CONTENT OF THE FORM

A. Article 1. The name must contain “Corporation”, “Incorporated”, or “Limited” or the abbreviation of one of those words.

B. Article 2. Insert “perpetual” or insert any limitation desired, but not “indefinite”.

C. Article 3. You may strike out the imprinted purposes clause and substitute a clause to cite particular purposes, should you so desire. (The statute expressly states that it is not necessary to enumerate the powers.)

D. Article 4. For the minimum filing fee, you may authorize 2,800 shares of no par value stock, or $56,000 of par value stock. Some quantity of capital stock is to be authorized. See instructions on “Filing fees”.

E. Article 5. This means, in substance, that this article must show all the rights, privileges, and restrictions as between classes of stock and as between series of stock in any class. If desired, a provision may be inserted authorizing the directors to fix the variations in rights as to series of any class. If none, so specify.

F. Articles 6 & 7. The corporation must have a registered office in Wisconsin and a registered agent at such office. This office need not be the same as the corporation’s place of business, but it must be the business office of the registered agent. The address of the registered office must be physically described, i.e., give the street name and number, when assigned, and city and ZIP code in Wisconsin, and the county within which the office is located. P.O. Box addresses may also be included for mailing purposes. BUT ARE INSUFFICIENT ALONE!

G. Article 9. Sec. 180.32(1) provides that the initial board of directors may be named in the articles of incorporation. If you do not name the initial board, strike out article 9.

H. Article 10. Provided as a place in which to insert any desired material such a restricting preemptive rights, stock transfer restrictions, quorum provisions, etc.

-3-

ARTICLES OF INCORPORATION

Mail Returned Copy to:

(FILL IN THE NAME AND ADDRESS HERE:)

THOMAS E. DOLAN

ATTORNEY AT LAW

4141 WEST BRADLEY ROAD

MILWAUKEE, WISCONSIN 53216

INSTRUCTIONS AND SUGGESTIONS (Continued)

J. Article 12. Have the INCORPORATOR SIGN before a Notary Public. The number of incorporators may be one or more, but all the incorporators listed in the articles must sign. Make sure that both of the copies have ORIGINAL SIGNATURES. Carbon copy, xerox, or rubber stamp signatures are not acceptable. Notary must acknowledge incorporators names exactly as they are listed in Article 12. EXECUTION DATE AND NOTARY DATE MUST MATCH EXACTLY.

K. Notary public must SIGN AND AFFIX SEAL on both copies of the articles, and complete their statement in the area provided. Make sure that original signatures and seal impressions appear on both copies.

L. If the document is executed or acknowledged in Wisconsin, sec. 14.38(14) of the Wisconsin Statutes provides that it shall not be filed unless the name of the person (individual) who, or the governmental agency which, drafted it is printed, typewritten, stamped or written thereon in a legible manner.

PREPARATION, FEES AND TRANSMITTAL

M. Prepare document in DUPLICATE ORIGINAL. Furnish Secretary of State two identical copies of the articles of incorporation. (Mailing address: Corporation Division, Secretary of State, P.O. Box 7846, Madison, WI 53707). One copy will be retained (filed) by the Secretary of State and the other copy transmitted directly to the Register of Deeds of the county within which the corporation’s initial registered office is located, together with your check for the recording fee. When the recording has been accomplished, the document will be returned to the address you furnish on the back of the form.

N. Two SEPARATE REMITTANCES are required.

1) Send a FILING FEE of $70 (or more) payable to SECRETARY OF STATE with the articles of incorporation. $70 is the minimum fee and is sufficient for 2,800 shares of no par value stock, or $56,000 of par value stock. Add $1.25 more filing fee for each $1,000 (or fraction thereof) for par value stock in excess of $56,000, and/or 2 ¹/2 cents more filing fee for each share of no par value stock in excess of 2,800. Your cancelled check is your receipt for fee payment.

2) Send a RECORDING FEE of $10 (or more) payable to REGISTER OF DEEDS OF                      COUNTY, WISCONSIN with the articles of incorporation. Name the county within which the corporation’s initial registered office is located. Recording fee for this standard from is $10. If you append additional pages, add $2 more recording fee for each additional page. Please furnish the fee for the Register of Deeds in check form to this office and we will transmit it to the Register of Deeds with the document for recording.

-4-

EX-3.2.17

Exhibit 3.2.17

CERTIFICATE OF INCORPORATION

OF

CRC ED TREATMENT, INC.

FIRST: The name of the corporation is:

CRC ED Treatment, Inc.

SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, 1B in the City of Dover, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.01 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is 100.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the Bylaws of the corporation.

SEVENTH: The name and mailing address of the incorporator is:

Kathryn L. Clamar

DLA Piper Rudnick Gray Cary US LLP

153 Townsend Street, Suite 800

San Francisco, CA 94107-1907

EIGHTH: To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 21st day of July, 2005.

/s/ Kathryn L. Clamar

Kathryn L. Clamar, Incorporator

-2-

EX-3.2.18

Exhibit 3.2.18

CERTIFICATE OF INCORPORATION

OF

CRC RECOVERY, INC.

FIRST: The name of the corporation is:

CRC Recovery, Inc.

SECOND: The address of its registered office in the State of Delaware is 15 East North Street in the City of Dover, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Ten Million (10,000,000) shares of Common Stock with a par value of $0.001.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation; the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeat the Bylaws of the corporation.

SEVENTH: The name and mailing address of the incorporator is:

Diana Tyler

Gray Cary Ware & Freidenrich

400 Hamilton Avenue

Palo Alto, CA 94301

EIGHTH: The corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter.

NINTH: To the fullest extent permitted by the Delaware General Corporation Law, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5th day of September, 1995.

/s/ Diana Tyler

Diana Tyler, Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is CRC RECOVERY, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover, 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on: April 18 , 2005.

/s/ Pamela Burke

Pamela Burke, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OR

CRC RECOVERY, INC.

CRC Recovery, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. Fourth Article of the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) is hereby amended and restated in its entirety to read as follows:

“The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.0001. The total number of shares of Common Stock that the corporation shall have authority to issue is Fifty (50). Upon and simultaneously with the filing of this Certificate of Amendment of Certificate of incorporation, each two hundred thousand (200,000) outstanding share of Common Stock is converted into one (1) shares of Common Stock.”

2. The foregoing amendment of the Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and sole stockholder in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

3. This amendment to the Corporation’s Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, CRC Recovery, Inc. has caused this Certificate of Amendment to be signed by Pam Burke, Secretary, this 11 day of May 2005.

CRC RECOVERY, INC.
By:	/s/ Pamela B. Burke
	Pamela Burke, Secretary

EX-3.2.19

Exhibit 3.2.19

[Seal]	ARTICLES OF INCORPORATION	Provided by:	JOSEPH H. HOGSET
	State Form 4159 (RS/11-91)		Secretary of State
	Approved by State Board of Accounts 1992		Corporations Division
			302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576

		799LU0B0698
INSTRUCTIONS:	Use 8 1/2 x 11 inch white paper for inserts.		Indiana Code 23-1-21-2
	Filing requirements – present original and one copy to the address in the upper right corner of this form.		FILING FEE: $90.00

ARTICLES OF INCORPORATION

Indicate the appropriate act

The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:

¨        Indiana Business Corporation Law ¨        Indiana Professional Corporation Ac 1983

As amended, executes the following Articles of Incorporation:

ARTICLE I – NAME

Name of Corporation

EAST INDIANA TREATMENT CENTER, INC.

(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)

ARTICLE II – REGISTERED OFFICE AND AGENT

Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:

Name of Registered Agent

Corporation Service Company

Address of Registered Office (street or building) Suite 175, 9795 Crosspoint Bouldevard	City Indianapolis	Indiana	ZIP code 46256
Principal Office: the post office address of the principal office of the Corporation is:
Post office address	City	State	ZIP code

ARTICLE III – AUTHORIZED SHARES

Number of shares: 1,000 shares of common stock with no par value.

                          If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”

ARTICLE IV – INCORPORATORS

[the name(s) and address(es) of the incorporators of the corporation]

NAME	NUMBER AND STREET OR BUILDING	CITY	STATE	ZIP CODE
Lamont W. Jones	1013 Centre Road	Wilmington	DE	19805

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.

This 3^rd day of August, 1994.

Signature	Printed name
/s/ Lamont W. Jones	Lamont W. Jones
Signature	Printed name
Signature	Printed name

This instrument was prepared by: (name) Lamont W. Jones
Address (number, street, city and state) 1013 Centre Road, Wilmington, DE	ZIP code 19805

[Seal] NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95)                                                    [Stamp]   SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
	Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation) NO FILING FEE
	Please TYPE or PRINT.

Name of corporation East Indiana Treatment Center Inc. Date of Incorporation August 8, 1994

Current registered office address (number and street, city, state, ZIP code)

Suite 175, 9795 Crosspoint Blvd. Indianapolis, IN 46256

New registered office address (number and street, city, state, ZIP code)

816 Rudolph Way Lawrenceburg, IN 47025

Current registered agent (type or print name)

Corporation Service Company

New registered agent (type or print name)

Reeve Sams

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

This was originally incorporated by Corporate Agents, Inc. – so, I signed below.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 13^th day of June, 1995.

Signature	Title
/s/ Patricia Lewin for East Indiana Treatment Center, Inc.	/s/ Patricia Lewin, President

East Indiana Treatment Center, Inc.

816 Rudolph Way

Lawrenceburg, IN 47025

812-537-1668 Fax 812-537-1625

8-2-99            

Secretary of State Att. Sue Anne Gilroy

I was advised to change President’s address, request must be done in writing.

Please change President address to:

Patricia Lewin, PO Box 280, St. Helena, SC 29920

Also enclosed is form for changing registered Agent.

Thank you,

/s/ Patricia Lewin

[Seal] NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

[Stamp]

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
	Present original and two (2) copies to address in upper right corner of this form. Please TYPE or PRINT.	Indiana Code 23-17-6-2 (non-profit corporation) NO FILING FEE

Name of corporation East Indiana Treatment Center Inc. Date of Incorporation 08/08/94

Current registered office address (number and street, city, state, ZIP code)

Reeve Sams 816 Rudolph Way Lawrenceburg IN 47205

New registered office address (number and street, city, state, ZIP code)

Timothy Bohman 816 Rudolph Way Lawrenceburg, IN 47205

Current registered agent (type or print name)

Reeve Sams

New registered agent (type or print name)

Timothy Bohman

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 2^nd day of August, 1999.

Signature	Title
/s/ Patricia Lewin	President

EX-3.2.20

Exhibit 3.2.20

[Seal]	ARTICLES OF INCORPORATION	Provided by:	JOSEPH H. HOGSET
	State Form 4159 (RS/11-91)		Secretary of State
	Approved by State Board of Accounts 1992		Corporations Division
			302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576
799LU0B0698

INSTRUCTIONS:	Use 8 1/2 x 11 inch white paper for inserts.	Indiana Code 23-1-21-2
	Filing requirements – present original and one copy to the address in the upper right corner of this form.	FILING FEE: $90.00

ARTICLES OF INCORPORATION

Indicate the appropriate act

The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:

x       Indiana Business Corporation Law ¨        Indiana Professional Corporation Ac 1983

As amended, executes the following Articles of Incorporation:

ARTICLE I – NAME

Name of Corporation

EVANSVILLE TREATMENT CENTER INC.

(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)

ARTICLE II – REGISTERED OFFICE AND AGENT

Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:

Name of Registered Agent

Corporation Service Company

Address of Registered Office (street or building) Suite 175, 9795 Crosspoint Bouldevard	City Indianapolis	Indiana	ZIP code 46256
Principal Office: the post office address of the principal office of the Corporation is:
Post office address 519 Suwanee Circle	City Tampa	State FL	ZIP code 33606-3830

ARTICLE III – AUTHORIZED SHARES

Number of shares: Five Hundred (500) shares with One Dollar ($1.00) par value

                          If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”

ARTICLE IV – INCORPORATORS

[the name(s) and address(es) of the incorporators of the corporation]

NAME	NUMBER AND STREET OR BUILDING	CITY	STATE	ZIP CODE
Lamont W. Jones	1013 Centre Road	Wilmington	DE	19805

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.

This 10^th day of June, 1994.

Signature	Printed name
/s/ Lamont W. Jones	Lamont W. Jones
Signature	Printed name
Signature	Printed name

This instrument was prepared by: (name)

Lamont W. Jones

Address (number, street, city and state) 1013 Centre Road, Wilmington, DE ZIP code 19805

[Seal] NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

[Stamp]

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
	Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation)
	Please TYPE or PRINT.	NO FILING FEE

Name of corporation Evansville Treatment Center, INc. Date of Incorporation 6/13/94

Current registered office address (number and street, city, state, ZIP code)

945 Bond Street Evansville, IN 47708

New registered office address (number and street, city, state, ZIP code)

Same

Current registered agent (type or print name)

Jon Fifer

New registered agent (type or print name)

Reeve Sams

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 13^th day of October, 1997.

Signature	Title
/s/ Patricia Lewin	President

[Seal] NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

[Stamp]

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
	Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation)
	Please TYPE or PRINT.	NO FILING FEE

Name of corporation Evansville Treatment Center, Inc. Date of Incorporation 06/13/94

Current registered office address (number and street, city, state, ZIP code)

Reeve Sams 945 Bond Street Evansville, IN 47708

New registered office address (number and street, city, state, ZIP code)

James Ward 945 Bond Street Evansville, IN 47708

Current registered agent (type or print name)

Reeve Sams

New registered agent (type or print name)

James Ward

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 2^nd day of August, 1999.

Signature	Title
/s/ Patricia Lewin	President

Evansville Treatment Center, Inc.

945 Bond St.

Evansville, IN 47708

812-424-0223 812-424-0226 FAX

8-2-99                

Secretary of State

Sue Anne Gilroy

Please change President Patricia Lewin address to PO Box 280, St. Helena, SC 29920

Also request for registered Agent enclosed.

Thank you,

/s/ Patricia Lewin

EX-3.2.21

Exhibit 3.2.21

ARTICLES OF INCORPORATION

OF

GALAX TREATMENT CENTER, INC.

1. The undersigned intends to form a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and to that end sets forth the following:

2. The name of the corporation is:

GALAX TREATMENT CENTER, INC.

3. (a) The number of shares the corporation is authorized to issue are:

CLASS	NUMBER OF SHARES AUTHORIZED	PAR VALUE
Common	5,000	$	.01

(b) No stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

4. The post office address of the initial registered office, including street and number is 3975 University Drive, Suite 220, Fairfax, Virginia 22030.

5. The initial registered office is located in the City of Fairfax.

6. The name of its initial registered agent is James M. Sack, who is a resident of Virginia, a member of the Virginia State Bar, and whose business office is identical with the registered office.

7. The names and addresses of the initial directors are as follows:

Name	Address
Michael Beavers	674 Ad Hoc Road
	Great Falls, Virginia 22066
James E. Fay	674 Ad Hoc Road
	Great Falls, Virginia 22066
Dated: June 2, 1987	/s/ Lowell D. Turnbull
	Lowell D. Turnbull
	1220 19th Street, N.W.
	Suite 700
	Washington, D.C. 20036

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

June 4, 1987

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

GALAX TREATMENT CENTER, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective June 4, 1987.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of (Filed in Fairfax Co.) following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacy
	Commissioner

Court Number: 303

-3-

EX-3.2.22

Exhibit 3.2.22

JOE MANCHIN, III		Penney Barker, Supervisor
Secretary of State		Corporations Division
State Capitol, Suite 139-W	[Seal]	Tel: (304) 558-8000
1900 Kanawha Blvd. E.		Fax: (304) 558-0900
Charleston, WV 25305-0770	WEST VIRGINIA ARTICLES OF INCORPORATION	wvsos@secretary.state.wv.us
		www.state.wv.us/sos/
Hrs: 8:30 am – 4:30 pm ET
FILE TWO ORIGINALS		CTRL # 4 2 1 8 1

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Greenbrier Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The physical address (not a PO box) of the principal office of the corporation will be:	Street:	618 Church Street, Suite 510
		City/State/Zip:	Nashville, Tennessee 37219
	located in the County of:	County:	Davidson County
	The mailing address of the above location, if different, will be:	Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston , WV 25311
	located in the County of:	County:	Kanawha County
		Street/Box:
	The mailing address of the above location, if different, will be:	City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $ 0 .

The capital stock will be divided in 1,000 shares at the par value of $ no par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable): [Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Patrick D. Kelly	Steptoe & Johnson PLLC Bank One Center, Seventh Floor Charleston, WV 25301	-0-

11. The number of directors constituting the initial board of directors of the corporation is 2 , and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 8/10/01 Signatures: /s/ Patrick D. Kelly

STATE OF West Virginia, COUNTY OF Kanawha;
I, Kelly J. Young, a Notary Public, hereby certify that Patrick D. Kelly, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires May 25, 2003	/s/ Kelly J. Young,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

GREENBRIER TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
David R. Gnass	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219
Patty Chadwick	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Patty Chadwick, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.23

Exhibit 3.2.23

JOE MANCHIN, III Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770 Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS	[Seal]	Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/ CTRL #
	WEST VIRGINIA ARTICLES OF INCORPORATION

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Huntington Treatment Center, Inc. c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South, Suite 308
2.	The physical address (not a PO box) of the principal office of the corporation will be:	Street:
		City/State/Zip:	Nashville, Tennessee 37203
	located in the County of:	County:	Davidson County
	The mailing address of the above location, if different, will be:	Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
	located in the County of:	County:	Kanawha County
	The mailing address of the above location, if different, will be:	Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $ 25,000 .

The capital stock will be divided in 1,000 shares at the par value of $ No par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable): [Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Marc R. Weintraub	Steptoe & Johnson PLLC	-0-
	Bank One Center, Seventh Floor
	Charleston, WV 25326-1588

11. The number of directors constituting the initial board of directors of the corporation is 2 , and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.] We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date May 9, 2001 Signatures: /s/ Marc R. Weintraub

STATE OF WEST VIRGINIA , COUNTY OF KANAWHA ; I, Susan D. Oxley , a Notary Public, hereby certify that MARC R. WEINTRAUB, the incorporator of Huntington Treatment Center, Inc. , whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires July 27, 2004	Susan D. Oxley,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

HUNTINGTON TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
David R. Gnass	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203
Patty Chadwick	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Karen Krumeich, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.24

Exhibit 3.2.24

ARTICLES OF INCORPORATION

OF

INDIANAPOLIS TREATMENT CENTER, INC.

The undersigned Incorporator, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of The Indiana Business Corporation Law, as amended, executes the following Articles of Incorporation.

ARTICLE I.

Name

The name of the Corporation is INDIANAPOLIS TREATMENT CENTER, INC.

ARTICLE II.

Registered Office and Registered Agent

The street address of the registered office of the Corporation is 2300 One American Square, Indianapolis, Indiana 46282, and the name of its Registered Agent in charge of such office is David R. Hamer.

ARTICLE III.

Number of Shares

The total number of shares which the Corporation shall have authority to issue is one Thousand (1,000) shares, consisting of One Thousand (1,000) shares without par value.

ARTICLE IV.

Initial Board of Directors

The names and street addresses of the initial Board of Directors of the Corporation are as follows:

Name	Address	City and State
Patricia A. Carson, R.N.	519 Suwanee Circle	Tampa, FL 33606
A. Read Lewin, M.D.	519 Suwanee Circle	Tampa, FL 33606

ARTICLE V.

Incorporator

The name and address of the Incorporator of the Corporation, who is of lawful age, is as follows:

Name	Address	City and State
David R. Hamer	2300 One American Square	Indianapolis, IN 46282

ARTICLE VI.

Preemptive Rights

The Corporation elects to have preemptive rights.

ARTICLE VII.

Cumulative Votinq

All shareholders, entitled to vote on the election of directors, are entitled to cumulate their votes in an election for directors.

ARTICLE VIII.

Terms of Directors

Staggered Terms. The By-Laws may provide that the terms of the members of the Board of Directors may be staggered by dividing the total number of directors into either two (2) groups each containing one-half (1/2) of the total number of directors, as near as may be; or if there are more than two (2) directors, three (3) groups of directors may be formed, with each group containing one-third (1/3) of the total number of directors, as near as may be.

IN WITNESS WHEREOF, the undersigned, being the Incorporator designated in Article V, executes these Articles of Incorporation and verifies and affirms subject to the penalties of perjury to the truth of the facts herein stated, this 16th day of September, 1992.

/s/ David R. Hamer

David R. Hamer, Incorporator

This Instrument Was Prepared By:

David R. Hamer, Esq.

DANN PECAR NEWMAN TALESNICK & KLEIMAN

Professional Corporation

2300 One American Square

Indianapolis, Indiana 46282

(317)-632-3232

-2-

ITC

2626 E. 46^th Street

Suite J

Indianapolis IN 46205

Indiana Secretary of State

302 W. Washington St. Room # E018

Indianapolis, IN 46204

Sue Anne GilRoy Attention	8-2-99
	ref. Corporation

Please change President address

To: Patricia Lewin	P.O. Box 280
	St. Helena, S.C. 29920
	Thank you,
	/s/ Patricia Lewin

EX-3.2.25

Exhibit 3.2.25

	DEAN HELLER	Articles of Incorporation (PURSUANT TO NRS 78)	Office Use Only [DATE STAMP]
	Secretary of State
[SEAL]
	101 North Carson Street, Suite 3
	Carson City, Nevada 89701-4786
	(775)684-5708
	____________________________________________________________     Important: Read attached instructions before completing form.

1.	Name of Corporation:	Jayco Administration, Inc.
2.	Resident Agent Name and Street Address: (must be a Nevada address where process may be served)	Joyce L. Ray, Ph.D.
		Name
		3418 Costa Verde		Las Vegas	NEVADA 89146
		Street Address		City	Zip Code
3.	Shares: (No. of shares corporation authorized to issue)	Number of shares with par value: 2500. Par value: 10. –		Number of shares without par value:
4.	Governing Board: (Check one)	Shall be styled as 2 Directors or     –     Trustees
	Names, Addresses, Number of Board of Directors/Trustees:	The First Board of Directors/Trustees shall consist of 2 members whose names and addresses are as follows:
		Joyce L. Ray, Ph.D.		Ruth Kane
		Name		Name
		3418 Costa Verde         Las Vegas 89146		P. O. Box 8175	Anaheim CA 92812
		Address                         City, State Zip		Address	City, State Zip
5.	Purpose: (Optional-See Instructions)	The purpose of this Corporation shall be:
		Medical Administration
6.	Other Matters: (See instructions)	Number of additional pages attached:     –
7.	Names, Addresses and Signatures of Incorporators: (Signatures must be notarized) Attach additional pages if there are more than 2 incorporators	Joyce L. Ray, Ph.D.		Ruth Kane
		Name		Name
		3418 Costa Verde         Las Vegas NV 89146		P. O. Box 8175	Anaheim CA 92812
		Address                             City, State Zip		Address	City, State Zip
		/s/ Joyce L. Ray, Ph.D.		/s/ Ruth Kane
		Signature		Signature
	Notary:	This instrument was acknowledged before me on		This instrument was acknowledged before me on
			by		by
		Name of person		Name of person
		As incorporator		As incorporator
		of ___________________________		of ___________________________
		(Name of party on behalf of whom instrument executed)		(Name of party on behalf of whom instrument executed)
		Notary Public Signature		Notary Public Signature
		[Date Stamp]
		(affix notary stamp or seal)		(affix notary stamp or seal)
8.	Certificate of Acceptance of Appointment of Resident Agent:	I, Joyce L. Ray, Ph.D. hereby accept appointment as Resident Agent for the above named corporation.
		/s/ Joyce L. Ray, Ph.D.		2-10-2000
		Signature of Resident Agent		Date

This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State Form CORPART1999.01 Revised on: 02/12/99

INITIAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF: FILE NUMBER

JAYCO Administration, Inc.	2/10/2000	3699-00
(Name of Incorporation)	(Incorporation Date)

A Nevada CORPORATION FOR THE FILING PERIOD 2/10/00 TO 1/31/01

The Corporation’s duly appointed Resident Agent in the State of Nevada upon whom process can be served is:

JAYCO Administration, Inc. c/o Joyce L. Ray, Ph.D. 3418 Costa Verde Las Vegas, NV 89146 FOR OFFICE USE ONLY FILED (DATE)

PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.

1. Print or type names and addresses, either residence or business, for all officers and directors. A president, secretary, treasurer and at least one director must be named.

2. Have an officer sign the form. FORM WILL BE RETURNED IF UNSIGNED.

3. Return the completed form with the $85.00 filing fee. A $15.00 penalty must be added for failure to file this form by the 1^st day of the 2^nd month following incorporation date.

4. Make your check payable to the Secretary of State. Your canceled check will constitute a certificate to transact business per NRS 78.155. If you need the below attachment file stamped, enclose a self-addressed stamped envelope. To receive a certified copy, enclose a copy of this completed form, an additional $10.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 101 North Carson Street, Suite 3, Carson City, NV 89701-4786, (775) 684-5708.

FILING FEE: $85.000 LATE PENALTY: $15.00

THIS FORM MUST BE FILED BY THE 1^st DAY OF THE 2^nd MONTH FOLLOWING INCORPORATION DATE

NAME			TITLE(S)
	Joyce L. Ray, Ph.D.		PRESIDENT
P.O. BOX		STREET ADDRESS	CITY	ST		ZIP
		3418 Costa Verde	Las Vegas		NV	89146
NAME			TITLE(S)
	Ruth Kane		SECRETARY
P.O. BOX		STREET ADDRESS	CITY	ST		ZIP
		6506 Hightree Lane	Orange		CA	92867
NAME			TITLE(S)
	Ruth Kane		TREASURER
P.O. BOX		STREET ADDRESS	CITY	ST		ZIP
		6506 Hightree Lane	Orange		CA	92867
NAME			TITLE(S)
	Joyce L. Ray, Ph.D.		DIRECTOR
P.O. BOX		STREET ADDRESS	CITY	ST		ZIP
		3418 Costa Verde	Las Vegas		NV	89146
NAME			TITLE(S)
	Ruth Kane		DIRECTOR
P.O. BOX		STREET ADDRESS	CITY	ST		ZIP
		6506 Hightree Lane	Orange		CA	92867
NAME			TITLE(S)
			DIRECTOR
P.O. BOX		STREET ADDRESS
			CITY	ST		ZIP

I hereby certify this initial list.

X Signature of officer

/s/ Joyce L. Ray, Ph.D. Title(s) Date

ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF:
JAYCO ADMINISTRATION, INC.	FILE NUMBER
	3699-2000
FOR THE PERIOD FEB 2001 TO 2002, DUE BY FEB 28, 2001.

The Corporation’s duly appointed resident agent in the
State of Nevada upon whom process an be served is:			FOR OFFICE USE ONLY
			FILED (DATE)
		RA# 104495
	JOYCE L RAY PHD
	3418 COSTA VERDE
	LAS VEGAS, NV 89146

¨ IF THE ABOVE INFORMATION IS INCORRECT, PLEASE CHECK THIS BOX AND A CHANGE OF RESIDENT AGENT/ADDRESS FORM WILL BE SENT.

PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.

1. Include the names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer and all Directors must be named There must be at least one director. Last year’s information may have been preprinted. If you need to make changes, cross out the incorrect information and insert the new information above it. An officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors, attach a list of them to this form.

3. Return the completed form with the $85.00 filing fee. A $15 penalty must be added for failure to file this form by the deadline. An annual list received more than 60 days before its due date shall be deemed an amended list for the previous year.

4. Make your check payable to the Secretary of State. Your cancelled check will constitute a certificate to transact business per NRS 78.155. If you need the below attachment file stamped, enclose a self-addressed stamped envelope. To receive a certified copy, enclose a copy of this completed form, an additional $10.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 101 North Carson Street, Suite #3, Carson City, NV 89701-4786. (775) 684-5708.

FILING FEE: $85.00                  PENALTY: $15.00

NAME		TITLE(S)
		PRESIDENT
JOYCE L RAY PH D
P.O. BOX	STREET ADDRESS		CITY		ST.	ZIP
	3418 COSTA VERDE		LAS VEGAS		NV	89146
NAME		TITLE(S)
		SECRETARY
RUTH KANE
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
	6506 HIGHTREE LN			ORANGE	CA	92867
NAME		TITLE(S)
		TREASURER
RUTH KANE
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
	6506 HIGHTREE LN			ORANGE	CA	92867
NAME		TITLE(S)
		DIRECTOR
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
NAME		TITLE(S)
		DIRECTOR
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP

I hereby certify this initial list.

X Signature of officer

/s/ Joyce L. Ray, Ph.D. Date 2/5/01

ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF:
JAYCO ADMINISTRATION, INC.	FILE NUMBER
	3699-2000
FOR THE PERIOD FEB 2002 TO 2003. DUE BY FEB 28, 2002.

The Corporation’s duly appointed resident agent in the
State of Nevada upon whom process an be served is:			FOR OFFICE USE ONLY
			FILED (DATE)
		RA# 104495
	JOYCE L RAY PHD
	3418 COSTA VERDE
	LAS VEGAS, NV 89146

¨ IF THE ABOVE INFORMATION IS INCORRECT, PLEASE CHECK THIS BOX AND A CHANGE OF RESIDENT AGENT/ADDRESS FORM WILL BE SENT.

PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.

1. Include the names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer and all Directors must be named There must be at least one director. Last year’s information may have been preprinted. If you need to make changes, cross out the incorrect information and insert the new information above it. An officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors, attach a list of them to this form.

3. Return the completed form with the $85.00 filing fee. A $50 penalty must be added for failure to file this form by the deadline. An annual list received more than 60 days before its due date shall be deemed an amended list for the previous year.

4. Make your check payable to the Secretary of State. Your cancelled check will constitute a certificate to transact business per NRS 78.155. If you need the below attachment file stamped, enclose a self-addressed stamped envelope. To receive a certified copy, enclose a copy of this completed form, an additional $20.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, NV 89701-4201. (775) 684-5708.

FILING FEE: $85.00                  PENALTY: $50..00

NAME		TITLE(S)
		PRESIDENT
JOYCE L RAY PH D
P.O. BOX	STREET ADDRESS		CITY		ST.	ZIP
	3418 COSTA VERDE		LAS VEGAS		NV	89146
NAME		TITLE(S)
		SECRETARY
RUTH KANE
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
	6506 HIGHTREE LN			ORANGE	CA	92867
NAME		TITLE(S)
		TREASURER
RUTH KANE
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
	6506 HIGHTREE LN			ORANGE	CA	92867
NAME		TITLE(S)
/s/ Joyce Ray		DIRECTOR
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP
	4398 Bella Casada			Las Vegas	NV	89135
NAME		TITLE(S)
		DIRECTOR
P.O. BOX	STREET ADDRESS			CITY	ST.	ZIP

I hereby certify this initial list.

X Signature of officer

/s/ Joyce L. Ray Date 12/20/01

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF	FILE NUMBER
JAYCO ADMINISTRATION, INC.	C3699-2000
(Name of Corporation)
A NEVADA CORPORATION	FOR THE FILING PERIOD 2/03 TO 2/04
(State of Incorporation)

	Office Use Only
The corporation’s duly appointed resident agent in the State of Nevada upon whom process can be served is:
	[DATE STAMP]
IF AGENT INFORMATION HAS CHANGED, PLEASE SEE ATTACHED INSTRUCTIONS ON HOW TO OBTAIN THE APPROPRIATE FORM.

Important: Read instructions before completing and returning this form.

1. Print or type names and addresses, either residence or business, for all officers and directors. A president, secretary, treasurer and at least one director must be named. Have an officer sign the form FORM WILL BE RETURNED IF UNSIGNED

2. If there are additional directors attach a list of them to this form.

3. Return the completed form with the $85.00 filing fee. A $50.00 penalty must be added for failure to file this form by the last day of the anniversary month of the incorporation/initial registration with this office.

4. Make your check payable to the Secretary of State. Your cancelled check will constitute a certificate to transact business per NRS 78.155. If you need a receipt, return page 2 certificate and ENCLOSE A SELF-ADDRESSED STAMPED ENVELOPE. To receive a certified copy, endorse a copy of this completed form, an additional $20.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, NV 89701-4201, (775) 684-5708.

FILING FEE: $85.00                  LATE PENALTY: $50.00

NAME	PHILIP L. HERSCHMAN	TITLE(S)	PRESIDENT
	105 N. BASCOM AVE, SECOND FLOOR,	SAN JOSE	CA		95128
POBOX	STREET ADDRESS	CITY		ST	ZIP
NAME	KEVIN HOGGE	TITLE(S)	SECRETARY
	105 N. BASCOM AVE, SECOND FLOOR,	SAN JOSE	CA		95128
POBOX	STREET ADDRESS	CITY		ST	ZIP
NAME	KEVIN HOGGE	TITLE(S)	TREASURER
	105 N. BASCOM AVE, SECOND FLOOR,	SAN JOSE	CA		95128
POBOX	STREET ADDRESS	CITY		ST	ZIP
NAME	BARRY KARLIN	TITLE(S)	DIRECTOR
	105 N. BASCOM AVE, SECOND FLOOR,	SAN JOSE	CA		95128
POBOX	STREET ADDRESS	CITY		ST	ZIP
NAME		TITLE(S)	DIRECTOR
POBOX	STREET ADDRESS	CITY		ST	ZIP
NAME		TITLE(S)	DIRECTOR
POBOX	STREET ADDRESS	CITY		ST	ZIP

I declare, to the best of my knowledge, under penalty of perjury, that the above mentioned entity has complied with the provisions of chapter 364A of NRS.

X Signature of officer /s/Illegible Title(s) President Date 8-25-03

[SEAL] DEAN HELLER

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

    Website: secretaryofstate.biz FILED # __________________________

Certificate of Change of Resident Agent and/or Location of Registered Office [DATE STAMP]   IN THE OFFICE OF /s/ illegible DEAN HELLER, SECRETARY OF STTE

General instructions for this form:

1. Please print legibly or type; Black Ink Only.

2. Complete all fields.

3. The physical Nevada address of the resident agent must be set forth;

PMB’s are not acceptable. ABOVE SPACE IS FOR OFFICE USE ONLY

4. Ensure that document is signed in signature fields.

5. Include the filing fee of $60.00.

Jayco Administration, Inc.		C3699-2000
Name of Entity		File Number
The change below is effective upon the filing of this document with the Secretary of state.
Reason for change: (check one) x Change of Resident Agent Change of Location of Registered Office
The former resident agent and/or location of the registered office was:
Resident Agent:	JOYCE L. RAY, PH.D
Street No.:	3418 COSTA VERDE
City, State, Zip:	LAS VEGAS, NV 89146
The resident agent and/or location of the registered office is changed to:
Resident Agent:	CSC Services of Nevada, Inc.	62865
Street No.:	502 East John Street
City, State, Zip:	Carson City, NV 89706
Optional Mailing Address:	__________________________________________
NOTE:	For an entity to file this certificate, the signature of one officer is required.
	X/s/ Illegible                                                                 Secretary
	Signature/Title

Certficate of Acceptance of Appointment by Resident Agent:

I hereby accept the appointment as Resident Agent for the above-named business entity.

CSC Services of Nevada, Inc.

X By:                                     /s/ illegible	11-23-04
Authorized Signature of R.A. or On Behalf of R.A. Company	Date

This form must be accompanied by appropriate fees. See attached for schedule.	Nevada Secretary of State RA Change 2003
	Revised on: 11/19/03

(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF	FILE NUMBER
Jayco Administration, Inc.	C3699-2000
(Name of Corporation)

FOR THE FILING PERIOD OF Feb 2004 TO Feb 2005

The corporation’s duly appointed resident agent in the State of Nevada upon whom process can be served is

¨ CHECK BOX IF YOU REQUIRE A FORM TO UPDATE YOUR RESIDENT AGENT INFORMATION	[Date Stamp] [FILED                      DEC – 2 2004 IN THE OFFICE OF /s/ Dean Heller DEAN HELLER, SECRETARY OF STATE]
Important: Read instructions before completing and returning this form	THE ABOVE SPACE IS FOR OFFICE USE ONLY

1. Print or type names and addresses either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors and all directors must be named. Have an officer sign the form. FORM WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors attach a list of them to this form.

3. Return the completed to with the filing fee. A $75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year.

4. Make your check payable to the Secretary of State. Your cancelled check will constitute a certificate to transact business per NIRS 78.155. To receive a certified copy, enclose an additional $30.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, NV 897014201, (775) 684-5708.

6. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties.

CHECK ONLY IF APPLICABLE
¨        This corporation is a publicly traded corporation. The Central Index Key number is:
¨        This publicly traded corporation is not required to have a Central Index Key Number
NAME Philip L. Herschman ADDRESS 105 N BASCOM AVE 2ND FL	TITLE(S)                     PRESIDENT (OR EQUIVALENT OF)
	CITY	St	Zip
	San Jose	CA	95128
NAME: Kevin Hogge ADDRESS 105 N BASCOM AVE 2ND FL	TITLE(S)
	SECRETARY (OR EQUIVALENT OF)
	CITY	St	Zip
	San Jose	CA	95128
NAME: Kevin Hogge ADDRESS 105 N BASCOM AVE 2ND FL	TITLE(S)
	TREASURER (OR EQUIVALENT OF)
	CITY	St	Zip
	San Jose	CA	95128
NAME: Kathleen Sylvia, Philip L. Herschman and Kevin Hogge ADDRESS 105 N BASCOM AVE 2ND FL	TITLE(S)
	DIRECTOR
	CITY	St	Zip
	San Jose	CA	95128

I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of NRS 360.780 and acknowledge that pursuant to NRS 239.3330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

X Signature of Officer /s/ Kevin Hogge Title Secretary Date 11/22/04

Nevada Secretary of State form ANNUAL LIST-PROFIT 2003

Revised on: 09/24/03

ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF:	FILE NUMBER
JAYCO ADMINISTRATION, INC.
	3699-2000
FOR THE PERIOD FEB 2005 TO 2006. DUE BY FEB 28, 2005.

The Corporation’s duly appointed resident agent in the State of Nevada upon whom process can be served is:
RA#            62865 CSC SERVICES OF NEVADA INC 502 E JOHN ST RM E CARSON CITY NV 89706	FOR OFFICE USE ONLY FILED Entity #         C3699-2000 FILING Document Number:         20050002307-69         Date Filed:         2/8/2005 7:59:47 AM         In the office of         /s/ Dean Heller         Dean Heller         Secretary of State

¨ IF THE ABOVE INFORMATION IS INCORRECT, PLEASE CHECK THIS BOX AND A CHANGE OF RESIDENT AGENT/ADDRESS FORM WILL BE SENT.

PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.

1. Include the names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer or equivalent of and all Directors must be named There must be at least one director. Last year’s information may have been preprinted. If you need to make changes, cross out the incorrect information and insert the new information above it. An officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED.

2. If there are additional directors, attach a list of them to this form.

3. Return the completed form with the filing fee shown above. A $75 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year.

4. Make your check payable to the Secretary of State. To receive a certified copy, enclose an additional $30.00 and appropriate instructions.

5. Return the completed form to: Secretary of State, 202 N. Carson St., Carson City, NV 89701-4201. (775) 684-5708.

6. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties.

FILING FEE – AS SHOWN ABOVE PENALTY: $75.00

Check all that apply:

¨        This corporation is a publicly-traded corporation. If so, Central Index Key number is:                     

¨        This publicly-traded corporation is not required to have a Central Index Key number.

NAME			TITLE(S) PRESIDENT (OR EQUIVALENT OF)
PHILIP L. HERSCHMAN
P.O. BOX	ADDRESS	CITY	ST.	ZIP
	105 N BASCOM AVE 2ND FL	SAN JOSE	CA	95128
NAME			TITLE(S) SECRETARY (OR EQUIVALENT OF)
KEVIN HOGGE
P.O. BOX	ADDRESS	CITY	ST.	ZIP
	105 N BASCOM AVE 2ND FL	SAN JOSE	CA	95128
NAME			TITLE(S) TREASURER (OR EQUIVALENT OF)
KEVIN HOGGE
P.O. BOX	ADDRESS	CITY	ST.	ZIP
	105 N BASCOM AVE 2ND FL	SAN JOSE	CA	95128
NAME			TITLE(S) DIRECTOR
P.O. BOX	ADDRESS	CITY	ST.	ZIP

I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of NRS 360.780 and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

/s/ Illegible	1/17/05
x Signature of Officer	Date	01CSSA5
		(Rev 09/03)

[SEAL]      DEAN HELLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: secretaryofstate.biz	Entity # C3699-2000 Document Number: 20050152088-71
Certificate of Change of Resident Agent and/or Location of Registered Office	Date Filed: 4/27/2005 5:31:49 PM In the office of /s/ Dean Heller Dean Heller Secretary of State
General instructions for this form: 1.      Please print legibly or type; Black Ink Only. 2.      Complete all fields. 3.      The physical Nevada address of the resident agent must be set forth; PMB’s are not acceptable. 4.      Ensure that document is signed in signature fields. 5.      Include the filing fee of $60.00.	ABOVE SPACE IS FOR OFFICE USE ONLY

JAYCO ADMINISTRATION, INC.	C3699-2000
Name of Entity	File Number

The change below is effective upon the filing of this document with the Secretary of State.

Reason for change: (check one) x Change of Resident Agent ¨ Change of Location of Registered Office

The former resident agent and/or location of the registered office was:
Resident Agent:	CSC Services of Nevada, Inc.
Street No.:	502 East John Street, Room E
City, State, Zip:	Carson City, NV 89706
The resident agent and/or location of the registered office is changed to:
Resident Agent:	National Registered Agents, Inc. of NV
Street No.:	1000 East William Street, Suite 204
City, State, Zip:	Carson City, NV 89701
Optional Mailing Address:
NOTE:	For an entity to file this certificate, the signature of one officer is required.
	X /s/ Pamela B. Burke                            Pamela Burke, Secretary
	Signature/Title

Certificate of Acceptance of Appointment by Resident Agent:

I hereby accept the appointment as Resident Agent for the above-named business entity.

National Registered Agents, Inc. of NV

X /s/ Paul J. Hagan	4/21/2005
On behalf of R.A.Company	Date
Paul J. Hagan, Assistant Secretary
This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State RA Change 2003
	Revised on: 11/19/03

EX-3.2.26

Exhibit 3.2.26

Filed with County Clerk	Filed with Secretary of State
__________________County	19
________________________

ARTICLES OF INCORPORATION

OF

JEFF-GRAND CLINIC, INC.

ARTICLE I

The name of the corporation is JEFF-GRAND CLINIC Inc.

ARTICLE II

The corporation’s purposes are:

(a) Primarily to engage in the specific business of OPERATING A CLINIC

(b) Generally to engage in the business of PROVIDING HEALTH CARE SERVICES

(c) To engage in any business or transaction whether related or unrelated to those described in Paragraphs (a) and (b) above, which may from time to time be authorized or approved by the Board of Directors of this corporation

(d) To act as principal, agent, partner, joint venture, or in any other legal capacity in any transaction.

(e) To transact business anywhere in the world.

(f) To have and exercise all rights and powers which are now and which may in the future be granted to a corporation by law.

The above statement of purposes shall be construed as a statement of both purposes and powers, and the provisions of each paragraph shall not be limited by reference to or inference from one another, but each shall be considered as separate statements conferring independent purposes and powers upon the corporation.

ARTICLE III

The County in the State of California where the principal office for the transaction of the business of the corporation is located in the County of Los Angeles

ARTICLE IV

(a) The number of directors of the corporation is 4 provided that the number of such directors may from time to time be changed by amendment of the Bylaws of this corporation.

(b) The names and addresses of the persons who are appointed to act as first directors of the corporation are:

NAMES	ADDRESSES
ELWOOD S. JOHNSON	14081 Magnolia Westminster, Calif.
GLENN MOSS, M.D.	2872 230th Street Torrance, Calif.
WILLIAM R. WEBB	3941 Veselich Los Angeles, Calif.
JOYCE HOWERTON	1660 Chanticleer Anaheim, Calif.

(c) The Board of Directors of the corporation shall be permitted to take any action authorized by Division 1 of the California Corporation Code without a meeting, provided all members of the Board consent in writing to such action and such consent or consents are filed with the minutes of the proceedings of the Board.

ARTICLE V

The corporation is authorized to issue only one class of shares having a total number of 2500 shares. The aggregate par value of such shares is $25,000 and the par value of each share is $10.00 (if no par shares are to be authorized and issued, omit the foregoing sentence and in its place insert: “Each share shall be without par value.”)

ARTICLE VI

No distinction shall exist between the shares of the corporation or the holders of such shares.

ARTICLE VII

(a) All shares issued by the corporation shall be fully paid and nonassessable and shall not be subject to assessment for the debts or liabilities of the corporation.

(b) Each shareholder of this corporation shall be entitled to full preemptive or preferential rights as such rights are defined by law, to subscribe for or purchase his proportional part of any shares which may be issued at any time by this corporation.

(c) Before there can be a valid sale or transfer of any of the shares of this corporation by any shareholder, he shall first offer such shares to the corporation and then to the other shareholders in the following manner:

(1) Such offering shareholder shall deliver a notice in writing by mail or otherwise to the Secretary of the corporation stating the price, terms, and conditions of such

-2-

proposed sale or transfer, the number of shares to be sold or transferred, and his intention so to sell or transfer such shares. Within fourteen (14) days thereafter, the corporation shall have the prior right to purchase all or any full number of such shares so offered at the price and upon the terms and conditions stated in such notice. Should the corporation fail to purchase all of said shares at the expiration of said fourteen day period or prior thereto upon the determination of the corporation to purchase none or only a portion of such shares so offered, the Secretary of the corporation shall, within five (5) days thereafter, mail or deliver to each of the other shareholders a notice setting forth the particulars concerning said shares not so purchased by the corporation described in the notice received from the offering shareholder. The other shareholders shall have the right to purchase all of the shares specified in said Secretary’s notice by delivering to the Secretary by mail or otherwise a written offer or offers to purchase all or any specified number of such shares upon the terms so described in the Secretary’s notice if such offer or offers are so delivered to the Secretary within ten (10) days after mailing or delivering such Secretary’s notice to such other shareholders. If the total number of shares specified in such offers so received within such period by the Secretary exceeds the number of shares referred to in such Secretary’s notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the Secretary, as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the Secretary.

(2) If all of the other shares referred to in said notice to the Secretary are not disposed of under such apportionment, each shareholder desiring to purchase shares in a number in excess of his proportionate share, as provided above shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

(3) If none or only a part of the shares referred to in said notice to the Secretary is purchased, as aforesaid, by the corporation or in accordance with offers made by other shareholders within said ten (10) day period, the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the Secretary not so purchased by the corporation or by the other shareholders, to any person or persons he may so desire, provided, however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the Secretary.

(4) Within the limitations herein provided, this corporation may purchase the shares of this corporation from any offering shareholder, provided, however, that at no time shall this corporation be permitted to purchase all of its outstanding voting shares. Any sale or transfer or purported sale or transfer of the shares of the corporation shall be null and void unless the terms, conditions and provisions of such part (c) of this article VII are strictly observed and followed.

-3-

IN WITNESS WHEREOF, the undersigned and above named incorporators and first directors of this corporation have executed these Articles of Incorporation on March 17, 1976.

/s/ Illegible
/s/ Illegible
/s/ Illegible
STATE OF CALIFORNIA	)
	ss.
COUNTY OF	)

On March 17, 1976 before me, the Undersigned, a Notary Public in and for said State personally appeared.

/s/ Illegible

known to me to be the person whose names are subscribed to the foregoing Articles of Incorporation and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

L. A. O’Hearn

Notary Public and for said State

[SEAL]

-4-

NA CHANGED TO: JEFF-GRAND MANAGEMENT CO., INC.

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

JEFF-GRAND CLINIC INC.

The undersigned hereby certify that they are, and at all times herein mentioned, have been, respectively, the President and Secretary of Jeff-Grand Clinic Inc., a California corporation.

The undersigned further certify:

1. At a special director’s meeting of the corporation duly held on the 10^th day of April, 1978 at 9:00 A.M. at the principal office of the corporation at 1665 East Fourth Street, Suite 15, Santa Ana, California 92701, the following resolution was adopted:

RESOLVED, that Article I of the Articles of Incorporation be amended to read as follows:

ARTICLE I. The name of the corporation is:

JEFF-GRAND MANAGEMENT CO., INC.

2. The amendment set forth in the foregoing directors’ resolution was adopted by the written consent of the shareholders as follows:

WHEREAS, the directors of Jeff-Grand Clinic Inc., at a meeting duly held on April 10, 1978 at the principal office of the corporation, adopted the following resolution amending the Articles of Incorporation:

RESOLVED, that Article I of the Articles of Incorporation be amended to read as follows:

ARTICLE I. The name of the corporation is:

JEFF-GRAND MANAGEMENT CO., INC.

THEREFORE, each of the undersigned shareholders hereby approves and consents to the foregoing directors’ resolution.

-5-

Certificate of

Amendment to

Articles of Incorporation

of

Jeff-Grand Clinic Inc.

Page Two

Shareholders	Number of Shares Held	Date of Signature
/s/ Elwood S. Johnson	2250 Shares*	April 10, 1978
Elwood S. Johnson
/s/ Joyce L. Howerton	2250 Shares*	April 10, 1978
Joyce L. Howerton

* 2250 shares indicated are jointly held between Elwood S. Johnson and Joyce L. Howerton.

The total number of shares of the corporation entitled to consent to the adoption of the foregoing Amendment is 2377-1/2 shares. The Amendment was adopted by 2250 shares.

Dated: April 10, 1978.

/s/ Joyce L. Howerton

Joyce L. Howerton

President

/s/ Elwood S. Johnson

Elwood S. Johnson

Secretary/Treasurer

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct.

Executed at Santa Ana, California, on April 10, 1978.

/s/ Joyce L. Howerton

Joyce L. Howerton, President

/s/ Elwood S. Johnson

Elwood S. Johnson, Secretary/Treasurer

[SEAL]

-6-

EX-3.2.27

Exhibit 3.2.27

Office of the Secretary of State/Corporations Division            Form

For Profit Articles of Incorporation                CF

We, the undersigned incorporators, hereby associate ourselves together to form and establish a corporation FOR profit under the laws of the State of Kansas.

Article One: Name of the corporation   KANSAS CITY TREATMENT CENTER, INC.             DO NOT WRITE IN THIS SPACE

Article Two: Address of registered office in Kansas	400 Bank IV Tower
	(Street Address or Rural Route)

Topeka	Shawnee	66601
(City)	(County)	(Zip Code)

Name of resident agent at above address David H. Fisher, Esq.

Article Three: Nature of corporation business or purposes to be conducted or promoted is

To engage in any lawful act or activity for which corporations may be organized under the Kansas General Corporation Code.

Article Four: Total number of shares that this corporation shall be authorized to issue

             shares of                  stock, class              par value of              dollars each

             shares of                  stock, class              par value of              dollars each

1,000 shares of common stock, class x without nominal or par value

             shares of                  stock, class              without nominal or par value

If applicable, state any designations, powers, preferences, rights, qualifications, limitations or restrictions applicable to any class of stock or any special grant of authority to be given to the board of directors

n/a

Article Five: Name and mailing address of each incorporator is

Jane S. Krayer, 1013 Centre Road, Wilmington, Delaware 19805

Article Six: Name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is

Patricia Lewin         519 Suwanee Circle, Tampa, Florida 33606-3830

Article Seven: Is this corporation to exist perpetually?    Yes  x    No  ¨

If no, the term for which this corporation is to exist is             

• Tax closing date, if known                     

In testimony whereof, we have hereunto subscribed our names this 19^th day of October, A.D. 1993.

(Signatures must correspond exactly to the names of the incorporators listed in Article Five.)

State of DELAWARE County of NEW CASTLE } ss.

Before me, a notary public in and for said county and state, personally appeared.

    Jane S. Krayer

who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same. In witness whereof, I have hereunto subscribed my name and affixed my official seal, this 19^th day of October, A.D. 1993.

(Seal)	/s/ Lynne [Illegible]
	Notary Public

My appointment or commission expires                             

Submit document in duplicate

with $75 filing fee to:

Corporations Division,

Office of the Secretary of State,

2^nd Floor, State Capitol, Topeka, KS 66612-1594

(913) 296-4564

Secretary of State/Corporations Division            Form

      Change of Registered Office or Agent               RO

We, Patricia Lewin, President or Vice President and Patricia Lewin, Secretary or Assistant Secretary of Kansas City Treatment

Center, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas, do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:   Be it resolved that the Registered Office in the state of Kansas of said corporation be changed to: Do Note write in this space

1404 Minnesota	Kansas City	Johnson	Kansas	66102
Street and number	Town or City	County	State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

Kansas City Treatment Center, Inc.

Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law:

/s/ Patricia A. Lewin

President or Vice President

/s/ Patricia A. Lewin

President or Vice President

State of Florida County of Hillsborough } ss.

Before me, a Notary Public, came Patricia Lewin, President, Vice President and Patricia Lewin, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed this foregoing certificate in their official capacities and duly acknowledged the execution of the same this 15 day of March, 1995.

/s/Michelle [illegible]

Notary Public

(Seal)

My commission or appointment expires             , 19    .

Please submit this form in duplicate, with $20 filing fee, to:

Secretary of State, 2^nd Floor, State Capital, 300 S.W. 10^th Ave.,

Topeka, KS 66612-1594, (913) 296-4564

Secretary of State/Corporations Division            Form

Change of Registered Office or Agent               RO

We, Patricia Lewin, President or Vice President and Patricia Lewin, Secretary or Assistant Secretary of Kansas City Treatment

Center, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas , do hereby certify that at a meeting of the board of directors said corporation the following resolution was duly adopted:   Be it resolved that the Registered Office in the state Kansas of said corporation be changed to: Do Note write in this space

1404 Minnesota	Kansas City	Johnson	Kansas	66102
Street and number	Town or City	County	State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

Bridgette A. Sams

Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law:

/s/ Patricia A. Lewin

President or Vice President

/s/ Patricia A. Lewin

President or Vice President

State of South Carolina County of Beaufort } ss.

Before me, a Notary Public, came Patricia Lewin, President, Vice President and Patricia Lewin, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed this foregoing certificate in their official capacities and duly acknowledged the execution of the same this 19th day of August, 1999.

	/s/ Renee Davis
	Notary Public
(Seal)

My commission or appointment expires	Feb. 26,        2008.
	Month         Year

Please submit this form in duplicate, with $20 filing fee, to:

Secretary of State, 2^nd Floor, State Capital, 300 S.W. 10^th Ave.,

Topeka, KS 66612-1594, (913) 296-4564

Office of the Secretary of State/Corporation Division            Form

Certificate of Reinstatement               RR

(Please complete this form in black ink.)

We,      David [illegible],              and  Patty Chadwick,                             being the last

        President or Vice President          Secretary or Assistant Secretary

acting President or Vice President and Secretary or Assistant Secretary of Kansas City Treatment Center, Inc., file in behalf of said corporation this certificate for reinstatement, renewal, revival, restoration and extension of its corporate existence or authority to engage in business in the state of Kansas and certify the following:

(A)   Correct name of the corporation is: Kansas City Treatment Center, Inc.     (B)   Location of the corporate registered office in the state of Kansas is: 1404 Minnesota Avenue Kansas City 66102          and the name of the resident agent in charge thereof at such address is: Bridgett Sams Do not write in this space.

(C) Corporation was duly organized under the laws of the state of: Kansas

(D) Corporate existence or authority to engage in business in the state of Kansas: (Select one)

x Has been forfeited for failure to timely file annual report(s) and pay its annual fee.

¨ Has expired or will expire, by reason of time, on the      day of                     , and said corporate existence, or authority to engage in business, is hereby extended                                                                                           

                                                     State whether extended perpetually or to a given date

¨ Has been forfeited for failure to designate a resident agent and registered office.

This certificate is filed by authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of the Kansas Corporation Code.

In testimony whereof, we have hereunto set our hands this
17th day of July, 2001.
	Year

State of Tennessee County of Davidson	}	SS.	/s/ [illegible] President or Vice President
			/s/ [illegible]
			Secretary or Assistant Secretary

The foregoing instrument was acknowledged before me this

17^th day of July, 2001.

/s/ Nancy E. Garrett

My appointment or commission expires May 24, 2005.

                                                                  Month   Year

Submit document in duplicate to: Secretary of State, First Floor, Memorial Hall

120 S.W. 10^th Ave., Topeka, KS 66612-1594, (785) 296-4564

For profit filing fee: $95                 Nonprofit filing fee: $20

Kansas Secretary of State                  

Corporation Change of Registered Office or Agent            RO

All information must be completed or this document will [illegible]

1.      Name of corporation                               Kansas City Treatment Center, Inc.                                         Name must match the name on record with the Secretary of State   2.      State of organization Kansas   3.      The registered office in the state of Kansas is changed to: (Address must be a street address. A post office box is unacceptable.) Do not write in this space

2101 SW 21st Street, Topeka, KS, County of Shawnee, 66604
Street Address	City	State	Zip Code

4. The resident agent in Kansas is changed to:

National Registered Agents, Inc. of KS

Individual or Kansas Corporation

I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the    11    of    July,    2002.

                            Day        Month    Year

/s/ [illegible]

President or Vice President

/s/ [illegible]

Please submit this form in duplicate with the $20 filing fee.

Contact Information

Kansas Secretary of State

Ron Thornburgh

Memorial Hall, 1^st Floor

120 SW 10^th Avenue

Topeka, KS 66612-1240

785-296-4564

kssos@kssos.org

www.kssos.org

Contact Information Kansas Secretary of State Ron Thornburgh Memorial Hall, 1^st Floor 120 S.W. 10^th Avenue Topeka, KS 66612-1594 (785) 296-4564 kssos@kssos.org www.kssos.org KANSAS SECRETARY OF STATE        Form Corporation Certificate of Reinstatement           RR       All information must be completed or this document will not be accepted    

1.      The name of the corporation as it existed when the corporation forfeited:   Kansas City Treatment Center, Inc.   2.      Address of registered office in Kansas:   Address must be a street address. A post office box is unacceptable.   2101 Southwest 21^st Street Do not write in box

Topeka	Kansas	66604
City	State	Zip Code

Name of resident agent at the registered office: National Registered Agents, Inc. of KS

3. The corporation was organized in the state of: Kansas

4. The corporate existence or authority to engage in business in the state of Kansas: (select one)

x Has been forfeited for failure to timely file its annual report and pay its franchise tax.

¨     Has expired or will expire on the	of             ,              .
	Day       Month     Year

Is this reinstatement perpetual?    Yes  ¨    No  ¨

If no, the term for which this corporation is to exist             .

¨ Has been forfeited for failure to designate or maintain a resident agent and registered office.

This certificate is filed by the authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of K.S.A. 17-7002.

¨¨

I/we (circle one) declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the    6     of August, 2003.

                            Day      Month    Year

/s/ [Illegible]	and Attest:	/s/ [Illegible]
President or Vice President		Secretary or Assistant Secretary

Instructions

1.      Submit this form in duplicate with the $20 filing [Illegible]

2.      A $75 penalty fee must be submitted for for-profit [Illegible] annual report or pay the franchise tax.

3.      All past due annual reports must be field prior to r [Illegible]

4.      All past due franchise taxes must be paid prior to [Illegible]

EX-3.2.28

Exhibit 3.2.28

JOE MANCHIN, III Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS [Seal]       WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL #             

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Mineral County Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The physical address (not a PO box) of the principal office of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	618 Church Street, Suite 510
		City/State/Zip:	Nashville, Tennessee 37219
		County:	Davidson, County
		Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
		County:	Kanawha County
		Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $0.

The capital stock will be divided in 1,000 shares at the par value of $ No par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

Page 2

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable):

[Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Marc R. Weintraub	Steptoe & Johnson PLLC	-0-
	Bank One Center, Seventh Floor
	Charleston, WV 25301

11. The number of directors constituting the initial board of directors of the corporation is 2, and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 6/11/2001 Signatures: /s/ Marc R. Weintraub

STATE OF West Virginia, COUNTY OF Kanawha; I, Kelly J. Young, a Notary Public, hereby certify that Marc R. Weintraub, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires 5/25/2003	/s/ Kelly J. Young,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

MINERAL COUNTY TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
Davis R. Gnass	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219
Patty Chadwick	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Patty Chadwick, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.29

Exhibit 3.2.29

Examiner		The Commonwealth of Massachusetts OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE MICHAEL JOSEPH CONNOLLY, Secretary ONE ASHBURTON PLACE, BOSTON, MASS. 02108 ARTICLES OF ORGANIZATION (Under G.L. Ch. 156B) Incorporators
		NAME	POST OFFICE ADDRESS
	Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.
		Paul F. McDonough, Jr., Esq.	Goodwin, Procter & Hoar 28 State Street Boston, MA 02109
name     approved	The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s): 1.      The name by which the corporation shall be know is: MWB ASSOCIATES-MASSACHUSETTS, INC. 2.      The purposes for which the corporation is formed is as follows: To engage in and carry on the business of owning, operating and managing nursing homes; and To engage in and carry on any other business or other activity permitted to a corporation organized under Chapter 156B of the Massachusetts General Laws, whether or not related to those referred to in the previous paragraph.
C   ¨ P   x M  ¨ RA¨	Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2x11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.
P.C.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE		AMOUNT
Preferred	NONE	NONE			$
Common	NONE	300,000	$	1.00	$	300,000

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

N/A

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None.

*6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See attached pages 2A and 2B

* If there are no provisions state “None”.

Article 6A. INDEMNIFICATION

1. Except as limited by law or as provided in Paragraphs 2 and 3, each Officer of this Corporation (and his heirs and personal representatives) shall be indemnified by this Corporation against all Expense incurred by him in connection with each Proceeding in which he is involved as a result of his serving or having served as an Officer of this Corporation or, at the request of this Corporation, as a director, officer, employee or other agent of any other organization.

2. No indemnification shall be provided to an Officer with respect to a matter as to which it shall have been adjudicated in any proceeding that he did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation.

3. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation upon an Officer or upon this Corporation, no indemnification shall be provided to said Officer with respect to a matter if this Corporation has obtained an opinion of counsel that with respect to said matter said Officer did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation.

4. To the extent authorized by the Board of Directors or the stockholders, this Corporation may pay indemnification in advance of final disposition of a Proceeding, upon receipt of an undertaking by the person indemnified to repay such indemnification if it shall be established that he is not entitled to indemnification by an adjudication under Paragraph 2 or by an opinion of counsel under Paragraph 3 hereof.

5. For the purposes of this Article,

(a) “Officer” means any person who serves or has served as a director or in any other office filled by election or appointment by the stockholders of the Board of Directors;

(b) “Proceeding” means any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency; and

(c) “Expense” means any liability fixed by a judgment, order, decree, or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees and other disbursements reasonably incurred in a Proceeding.

2A

6. Nothing in this Article shall limit any lawful rights to indemnification existing independently of this Article.

Article 6B. TRANSACTIONS WITH INTERESTED PERSONS

1. Unless entered into in bad faith, no contract or transaction by this Corporation shall be void, voidable or in any way affected by reason of the fact that it is with an Interested Person.

2. For the purposes of this Article, “Interested Person” means any person or organization in any way interested in this Corporation whether as an officer, director, stockholder, employee or otherwise, and any other entity in which any such person or organization or this Corporation is any way interested.

3. Unless such contract or transaction was entered into in bad faith, no Interested Person, because of such interest, shall be liable to this Corporation or to any other person or organization for any loss or expense incurred by reason of such contrast or transaction or shall be accountable for any gain or profit realized form such contract or transaction.

4. The provisions of this Article shall be operative notwithstanding the fact that the presence of an Interested Person was necessary to constitute a quorum at a meeting of directors or stockholders of this Corporation at which such contract or transaction was authorized or that the vote of an Interested Person was necessary for the authorization of such contract or transaction.

Article 6C. STOCKHOLDERS’ MEETINGS

Meetings of Stockholders of this Corporation may be held anywhere in the United States.

Article 6D. AMENDMENT OF BY-LAWS

The By-Laws may provide that the Board of Directors as well as the stockholders may make, amend or repeal the By-Laws of this Corporation, except with respect to any provision thereof which by law, by these Articles or by the By-Laws requires action by the Stockholders.

Article 6E. ACTING AS A PARTNER

This Corporation may be a partner in any business enterprise which it would have power to conduct by itself.

2B

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation:

a. The post office address of the initial principal office of the corporation of Massachusetts is:

Suite 2400, 28 State Street, Boston, MA 02109

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Michael W. Beavers	8205 Old Dominian Drive McLean, VA 22102
Treasurer:	Michael W. Beavers	8205 Old Dominian Drive McLean, VA 22102
Clerk:	L. Christine Bassett	20 West Gate Lane Cohasset, MA 02025
Directors:	Michael W. Beavers	8205 Old Dominian Drive McLean, VA 22102
	James E. Fay	4503 Romlon Street Beltsville, MD 20705
	L. Christine Bassett	20 West Gate Lane Cohasset, MA 02025

c. The date initially adopted on which the corporation’s fiscal year ends is:

September 30th

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

Last Thursday of January

e. The name and business address of the resident agent, if any, of the corporation is:

N/A

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) the Articles of Organization this 25th day of October 1984

/s/ Illegible

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

General Laws, Chapter 156B, Section 12

I hereby certify that, upon an examination of the within-written articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles and the filing fee in the amount of $150.00 having been paid, said articles are deemed to have been filed with me this 26th day of October 1984.

Effective date

/s/ Michael J. Connolly

MICHAEL J. CONNOLLY

Secretary of State

[Date stamp]

[Attestation]

PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT

TO BE FILLED IN BY CORPORATION

TO:	Paul F. McDonough, Jr.
	Goodwin, Procter & Hoar
	28 State Street
	Boston, MA 02109
Telephone: (617) 523-5700

FILING FEE: 1/20 OF 1/% of the total amount of the authorized capital stock with par value, and one cent a share for all authorized shares without par value, but not less than $150 General Laws, Chapter 156B. Shares of stock with a par value less than one dollar shall be deemed to have par value of one dollar per share.

Copy Mailed Stamped Nov 20 1984

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

REVIVAL CERTIFICATE

WHEREAS:

In compliance with the provisions of Section 108 of Chapter 156B of the Massachusetts General Laws, application in proper form having been seasonably made upon me, the Secretary of the Commonwealth, for revival of MWB Associates-Massachusetts, Inc. a domestic corporation organized October 26, 1984 under the authority of Chapter 156B of the Massachusetts General Laws, and dissolved under the provisions of Chapter 156B of the Massachusetts General Laws, and the required fee having been received and all other requirements of the Statutes having been complied with, I hereby declare that MWB Associates-Massachusetts, Inc. is revived for all purposes and without limitation of time with the same powers, duties and obligations as if the corporation had not been dissolved.

[SEAL]	Witness my hand this 2nd day of December in the year
	of our Lord one thousand nine hundred and ninety-one
	/s/ Michael J. Connolly
	Secretary of State

[Logo] COMMONWEALTH OF MASSACHUSETTS DEPARTMENT OF REVENUE

Taxpayer Service

Certificate Units

215 Pine Street

Cambridge, MA 02142

                    October 29, 1991

MWB ASSOCIATES-MASSACHUSETTS, INC.

8000 TOWERS CRESCENT DRIVE

SUITE 220

VIENNA, VA 22182

CERTIFICATE OF GOOD STANDING

It is hereby certified by the Commissioner of Revenue of the Commonwealth of Massachusetts as of the above date, that the above named corporation is a domestic corporation organized in Massachusetts on October 26, 1984 and that said corporation is in good standing with respect to any and all returns due and taxes payable to the Commonwealth under General Laws, Chapter 62C, and the statutes referred to in Section 2 thereof.

This certificate does not certify the corporation’s standing as to unemployment insurance taxes under G.L.Ch. 151a or taxes under any other provisions or law.

No. 2798

By	/s/ Stephen P. Gallagher
	Deputy Chief,
	Taxpayer Assistance Bureau

THIS IS NOT A WAIVER OF LIEN ISSUED UNDER GENERAL LAWS, CHAPTER 62C, SECTION 52, AND CANNOT BE USED FOR SUCH PURPOSE.

5126 – 4315

Mitchell Adams	Mark [Illegible]
Commissioner	Deputy Commission

[LOGO] The Commonwealth of Massachusetts Office of the Secretary of State Michael J. Connelly, Secretary One Ashburton Place, Boston, Massachusetts 02108 Federal Identification
Number
04-2922207

APPLICATION FOR REVIVAL

(GENERAL LAWS, CHAPTER 156B, SECTION 10?)

1.)	NAME OF CORPORATION: MWB Associates – Massachusetts, Inc.
2.)	NAME OF APPLICANT: Steven M. Levine
3.)	ADDRESS OF APPLICANT: 8000 Towers Crescent Dr
	Ste. 220, Vienna, VA 22181
4.)	STATE FULLY THE APPLICANT’S RELATIONSHIP TO OR INTEREST IN THE CORPORATION:
	Treasurer/Secretary
5.)	DATE OF DISSOLUTION: 12/31/90
6.)	THE CORPORATION WAS DISSOLVED UNDER THE PROVISIONS OF CHAPTER 156B, SECTION: 101
7.)	DESCRIBE FULLY THE CIRCUMSTANCES LEADING TO THE DISSOLUTION OF THIS CORPORATION:
	Failure to file General Reports for 1988, 1989 and 1990

8.)	DESCRIBE FULLY THE ACTIVITIES, IF ANY, OF THE CORPORATION SINCE DISSOLUTION:
	Illegible
9.)	DOES THE APPLICANT SEEK A LIMITED OR GENERAL REVIVAL? IF LIMITED STATE FULLY THE REASON(S) THEREFORE, AND PERIOD OF THE TIME SOUGHT FOR REVIVAL:
	General Revival

NOTE: THE CORPORATION IS REVIVED AS IT EXISTED IMMEDIATELY PRIOR TO DISSOLUTION. IF NON-PERMANENT INFORMATION, SUCH AS NAMES AND ADDRESSES OF RESIDENT AGENT OR DATE OF FISCAL YEAR HAVE BEEN CHANGED, THE CORPORATION MUST FILE THE APPROPRIATE FORM WITH THE SECRETARY OF THE COMMONWEALTH.

SUBSCRIBED THIS 9TH DAY OF August IN THE YEAR 1991

/S/ ILLEGIBLE

SIGNATURE OF APPLICANT

I hereby approve the within Application of Revival

and the filing fee in the amount of $100.00

having been paid, said Certificate is deemed to have been

filed with me this 2nd day of December, 1991

/s/ Michael J. Connolly
MICHAEL J. CONNOLLY	[Attestation]
Secretary of the Commonwealth

FEDERAL IDENTIFICATION

NO. 04-2922207

Fee: $100.00

Examiner

The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 APPLICATION FOR REVIVAL (General Laws, Chapter 156B, Section 108 1.      Exact name of corporation is: MWB Associates-Massachusetts, Inc. 2.      Name of applicant is: Comprehensive Addiction Programs, Inc. 3.      Address of applicant is: 1175 Herndon Parkway, Suite 250, Herndon, VA 20170 4.      State fully the applicant’s relationship to, or interest in, the corporation: Applicant is the sole shareholder of the corporation. 5.      The date of dissolution of the corporation is: August 31, 1998 6.      The corporation was dissolved under the provisions of General Laws, Chapter 156B, Section 108 7.      Describe fully the circumstances leading to the dissolution of this corporation: Corporation failed to file Annual Reports.

P.C.

8. Describe fully the activities, if any, of the corporation since dissolution:

None. The corporation has no operations, its merely the sole stockholder of Stonehedge Convalescent Center, Inc., a Massachusetts corporation that is the 1% general partner of Stonehedge Convalescent Center Limited Partnership, a Massachusetts limited partnership.

9. Does the applicant seek a limited or general revival? If limited, state fully the reason(s) therefore, and period of time (not to exceed one year) sought for the revival:

General Revival

SIGNED UNDER THE PENALTIES OF PERJURY, this 17^th day of December, 2002,                     /s/ Illegible                    , Signature of Applicant.

[Attestation]                        

I hereby approve the within Application for Revival and, the filing fee in the amount of $100 having been paid, said application is deemed to have been filed with me this 9^th day of Jan., 2002

[Date stamped Jan. 2003]

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

The Commonwealth of Massachusetts

Secretary of the Commonwealth

State House, Boston, Massachusetts 02133

              [Seal]

William Francis Galvin

      Secretary of the

      Commonwealth

REVIVAL CERTIFICATE

Whereas:

In compliance with the provisions of Section 108 of Chapter 156B of the Massachusetts General Laws, application in proper form having been seasonably made upon me, the Secretary of the Commonwealth, for revival of MWB ASSOCIATES-MASSACHUSETTS, INC. a domestic corporation organized on October 26, 1984 under Chapter 156B of the Massachusetts General Laws, and dissolved under the provisions of Chapter 156B of the Massachusetts General Laws, and the required fee having been received and all other requirements of the statutes having been complied with, I hereby declare that said corporation is revived for all purposes and without limitation of time with the same powers, duties and obligations as if the corporation had not been dissolved.

[SEAL]	In testimony of which,
	I have hereunto affixed the
	Great Seal of the Commonwealth
	on the date first above written.
	/s/ William Francis Galvin
	Secretary of the Commonwealth

This is not a tax clearance. Certificates certifying that all taxes due and payable by the corporation have been paid or provided for are issued by the Department of Revenue.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

FORM MUST BE TYPED FORM MUST BE TYPED

Annual Report for Domestic

and Foreign Corporations

(General Laws Chapter 156D Section 16.22; 950 CMR 133.56)

(1)	The exact name of the corporation is MWB Associates-Massachusetts, Inc.
(2)	The corporation is organized under the laws of Massachusetts
(3)	The street address of the corporation’s registered office in the commonwealth is:
	5 Redlands Road, West Roxbury, MA 02132
	(number, street, city or town, state, zip code)
(4)	The name of the registered agent at the registered office is Bill Brinkert.
(5)	The street address of the corporation’s principal office is:
	105 N. Bascom Ave., 2nd Floor, San Jose, CA 95128
	(number, street, city or town, state, zip code)
(6)	Provide the name and business address of the officers specified below and the directors of the corporation.
	President: Jerry Rhodes, 105 N. Bascom Ave., 2nd Floor, San Jose, CA 95128
	Treasurer: Kevin Hogge, 105 N. Bascom Ave., 2nd Floor, San Jose, CA 95128
	Secretary: Kevin Hogge, 105 N. Bascom Ave., 2nd Floor, San Jose, CA 95128
	Chief Executive Officer:
	Chief Financial Officer: Kevin Hogge, 105 N. Bascom Ave., 2nd Floor, San Jose, CA 95128
	Directors: Kathleen Sylvia, Jerry Rhodes and Kevin Hogge
	Address for all directors: 105 N. Bascom Ave., 2nd Floor
	San Jose, CA 95128
(7)	Briefly describe the business of the corporation:
	Health care

(8-9) The capital stock of each class and series

	TOTAL AUTHORIZED BY ARTICLES OF ORGANIZATION OR AMENDMENTS	TOTAL ISSUED AND OUTSTANDING
CLASS OF STOCK	Number of Shares Total Par Value	Number of Shares
COMMON:	300,000	1,000
PREFERRED:	0	0

(10) Check if the stock of the corporation is publicly traded. ¨

(11) Date of the fiscal year end is September 30, 2004

                                                         (month, day, year)

Signed by	/s/ Kevin Hogge
	(signature of authorized individual)

(Please check appropriate box)

¨ Chairman of the Board of Directors

¨ Incorporator

x Other Officer

¨ Court Appointed Fiduciary

on this 21^st day of September of 2004.

EX-3.2.30

Exhibit 3.2.30

CERTIFICATE OF INCORPORATION

OF

NATIONAL SPECIALTY CLINICS, INC.

ARTICLE 1

NAME

The name of the corporation is National Specialty Clinics, Inc. (the “Corporation”).

ARTICLE 2

REGISTERED OFFICE AND AGENT

The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE 3

PURPOSE AND POWERS

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). The Corporation shall have all powers that may now or hereafter be lawful for a corporation to exercise under the Delaware General Corporation Law.

ARTICLE 4

CAPITAL STOCK

4.1 Authorized Shares

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 100,000 shares, consisting of (i) 93,975 shares of Class A Voting Common Stock, par value $.001 per share (herein called the “Class A Common Stock”); and (ii) 6,025 shares of Class B Non-Voting Common Stock, par value $.001 per share (herein called the “Class B Common Stock”). All cross references in each subdivision of this Article 4 refer to other paragraphs in such subdivision wiles otherwise indicated.

Except as otherwise provided herein, all shares of Class A Common Stock and Class B Common Stock will be identical and will entitle the holders thereof to the same rights and privileges.

l. Voting Rights. The holders of Class A Common Stock will be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders, and except as otherwise required by law, the holders of Class B Common Stock will have no right to vote their shares of Class B Common Stock on any matters to be voted an by the Corporation’s stockholders.

2. Dividends. When and as dividends are declared thereon, whether payable in cash. property or securities of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock will be entitled to share ratably according to the number of shares of Class A Common Stock or Class B Common Stock held by them, in such dividends; provided, that if dividends are declared which are payable in shares of Class A Common Stock or Class B Common Stock, dividends will be declared which are payable at the same rate on both classes of Common Stock, and the dividends payable in shares of Class A Common Stock will be payable to holders of Class A Common Stock, and the dividends payable in shares of Class B Common Stock will be payable to the holders of Class B Common Stock.

3. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Class A Common Stock and Class B Common Stock shall be entitled to share ratably according to the number of shares of Class A Common Stock or Class B Common Stock held by them in the assets of the Corporation available for distribution to its stockholders.

4. Conversion of Class B Common Stock.

(a) At any time and from time to time, each record holder of Class B Common Stock will be entitled to convert any and all of the shares of such holder’s Class B Common Stock into the same number of shares of Class A Common Stock at such holder’s election; provided, that each holder of Class B Common Stock shall only be entitled to convert any share or shares of Class B Common Stock to the extent that after giving effect to such conversion such holder or its Affiliates, hereinafter defined, shall not directly or indirectly own, control or have power to vote a greater quantity of securities of any kind issued by the Corporation than such holder and its Affiliates are permitted to own, control or have power to vote under any law or under any regulation, rule or other requirement of any governmental authority at any time applicable to such holder and its Affiliates. For purposes hereof, “Affiliate” of a person means another person that directly or indirectly controls, is controlled by or is under common control with such person and the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through ownership of voting securities, by contract or otherwise.

(b) Each conversion of shares of Class B Common Stock into shares of Class A Common Stock will be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holder or holders of the Class B Common Stock) at any time during normal business hours, together with a written notice by the holder of such Class B Common Stock stating that such holder desires to convert the shares, or a stated number of the shares, of Class B Common Stock represented by such certificate or certificates into Class A Common Stock and a written undertaking that upon such conversion such holder and its Affiliates will not directly or indirectly own, control or have the power to vote a greater quantity of securities of any kind issued by the Corporation than such holders and its Affiliates are permitted to own, control or have the power to vote under any applicable law, regulation, rule or other governmental requirement (and such statement will obligate

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the Corporation to issue such Class A Common Stock). Such conversion will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class B Common Stock as such holder will cease and the person or persons in whose name or names the certificate or certificates for shares of Class A Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby.

(c) Promptly after such surrender and the receipt of such written notice, the Corporation will issue and deliver in accordance with the surrendering holder’s instructions (i) the certificate or certificates for the Class A Common Stock issuable upon such conversion and (ii) a certificate representing any Class B Common Stock which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(d) If the Corporation in any manner subdivides or combines the outstanding shares of one class of either Class A Common Stock or Class B Common Stock, the outstanding shares of the other class will be proportionately subdivided or combined.

(e) In the case of, and as a condition to, any capital reorganization of, or any reclassification of the capital stock of, the Corporation (other than a subdivision or combination of shares of Class A Common Stock or Class B Common Stock into a greater or lesser number of shares (whether with or without par value) or a change in the par value of Class A Common Stock or Class B Common Stock or from par value to no par value, or from no par value to par value) or in the case of, and as a condition to, the consolidation or merger of the Corporation with or into another corporation (other than a merger in which the Corporation is the continuing corporation and which does not result in any reclassification of outstanding shares of Class A Common Stock or Class B Common Stock), each share of Class B Common Stock shall be convertible into the number of shares of stock or other securities or property receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Class A Common Stock of the Corporation into which such share of Class B Common Stock was convertible immediately prior to such reorganization, reclassification, consolidation or merger; and, in any such case, appropriate adjustment shall be made in the application of the provisions set forth in this paragraph 4 with respect to the rights and interests thereafter of the holders of Class B Common Stock to the end that the provisions set forth in this paragraph 4 (including provisions with respect to the conversion rate) shall thereafter be applicable, as nearly as they reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the conversion of the shares of Class B Common Stock.

(f) Shares of Class B Common Stock which are converted into shares of Class A Common Stock as provided herein shall not be reissued.

(g) The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock or its treasury shares, solely

-3-

for the purpose of issue upon the conversion of the Class B Common Stock as provided in this paragraph 4, such number of shares of Class A Common Stock as shall then be issuable upon the conversion of all then outstanding shares of Class B Common Stock (assuming that all such shares of Class B Common Stock are held by persons entitled to convert such shares into Class A Common Stock).

(h) The issuance of certificates for Class A Common Stock upon the conversion of Class B Common Stock will be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common Stock. The Corporation will not close its books against the transfer of Class B Common Stock or of Class A Common Stock issued or issuable upon the conversion of Class B Common Stock in any manner which would interfere with the timely conversion of Class B Common Stock.

ARTICLE 5

INCORPORATOR

The name and mailing address of the incorporator (the “Incorporator”) are Jonathan W. Lowe, Alston & Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424. The powers of the Incorporator shall terminate upon the filing of this Certificate of Incorporation.

ARTICLE 6

BOARD OF DIRECTORS

6.1 Initial Directors; Number; Election

The following persons, having the following mailing addresses, shall serve as the initial directors of the Corporation until the first annual meeting of the stockholders of the Corporation or until their successors are elected and qualified or until their earlier death, resignation or removal:

Name	Mailing Address
Joel B. Piassick	c/o Harbert Management Corp.
	One Riverchase Parkway South
	Birmingham, Alabama 35244
Charles P. Shook, IV	c/o Harbert Management Corp.
	One Riverchase Parkway South
	Birmingham, Alabama 35244
Elizabeth L. Weatherford	c/o Harbert Management Corp.
	One Riverchase Parkway South
	Birmingham, Alabama 35244

-4-

The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

6.2 Management of Business and Affairs of the Corporation

The business and affairs of the Corporation shall be managed by or under the direction o£ the Board of Directors.

6.3 Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article 6.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a director of the Corporation existing at, or arising out of the facts or incidents occurring prior to, the effective date of such repeal or modification. For purposes of this Article 6.3, “fiduciary duty as a director” also shall include any fiduciary duty arising out of serving at the Corporation’s request as a director of another corporation, partnership, limited liability company, joint venture or other enterprise, and “liable to the Corporation or its stockholders” also shall include any liability to such other corporation, partnership, limited liability company, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, member, beneficiary, creditor or investor of or in any such other corporation, partnership, limited liability company, joint venture, trust or other enterprise.

ARTICLE 7

COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders

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of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE 8

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

ARTICLE 9

RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 9.

ARTICLE 10

SEVERABILITY

In the event that any provision of this Certificate of Incorporation (including any provision within a single Article, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the full extent permitted by law.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this      day of March, 2000.

/s/ Jonathan W. Lowe

Jonathan W. Lowe, Inspector

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

l. The name of the corporation (hereinafter called the “corporation”) is NATIONAL SPECIALTY CLINICS, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on

/s/ C. P. Shook IV

Charles P. Shook, IV

Assistant Secretary

-7-

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is NATIONAL SPECIALTY CLINICS, INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, Suite 1B, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on: April 18, 2005.

/s/ Pamela B. Burke

Pamela Burke, Secretary

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EX-3.2.31

Exhibit 3.2.31

CERTIFICATE OF INCORPORATION

OF

NSC ACQUISITION CORP.

FIRST: The name of the corporation is:

NSC Acquisition Corp.

SECOND: The address of its registered office in the State of Delaware is 15 East North Street in the City of Dover, County of Kent Zip Code 19901. The name of its registered agent at such address is Incorporating Services, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.0001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is 1,000.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation; the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the Bylaws of the corporation.

SEVENTH: The name and mailing address of the incorporator is:

Kathryn Clamar

Gray Cary Ware & Freidenrich LLP

153 Townsend Street, Suite 800

San Francisco, CA 94107-1922

EIGHTH: To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of June, 2003.

/s/ Kathryn Clamar

Kathryn Clamar Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is NSC ACQUISITION CORP.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover, 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on: May 3, 2005.

/s/ Pamela Burke

Pamela Burke, Secretary

EX-3.2.32

Exhibit 3.2.32

JOE MANCHIN, III Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS [Seal]           WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL #             

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Parkersburg Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The physical address (not a PO box) of the principal office of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	618 Church Street, Suite 510
		City/State/Zip:	Nashville, Tennessee 37219
		County:	Davidson County
		Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
		County:	Kanawha County
		Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $0.

The capital stock will be divided in 1,000 shares at the par value of $ No par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

Page 2

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable):

[Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Marc R. Weintraub	Steptoe & Johnson PLLC	-0-
	Bank One Center, Seventh Floor
	Charleston, WV 25301

11. The number of directors constituting the initial board of directors of the corporation is 2, and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 6/11/2001 Signatures: /s/ Marc R. Weintraub

STATE OF WEST VIRGINIA, COUNTY OF KANAWHA; I, Kelly J. Young, a Notary Public, hereby certify that Marc R. Weintraub, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires 5/25/2003	/s/ Kelly J. Young,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

PARKERSBURG TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
Davis R. Gnass	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219
Patty Chadwick	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Patty Chadwick, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.33

Exhibit 3.2.33

ARTICLES OF INCORPORATION

OF

RICHMOND TREATMENT CENTER, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit pursuant to the provisions of the Indiana Business Corporation Law.

FIRST: The name of the corporation is

RICHMOND TREATMENT CENTER, INC.

SECOND: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:

Reeve Sames

816 Rudolph Way

Lawrenceburg, IN 47025

The post office address of the principal office of the Corporation is:

THIRD: The number of shares the corporation is authorized to issue is:

1,000 Common Shares Without Par Value

FOURTH: The name and address of the incorporator is:

NAME	Address
Vera M. Norris	1013 Centre Road Wilmington, DE 19805

In Witness Whereof, the undersigned being the incorporator of said corporation executes these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true this 8 day of August, 1997.

/s/ Vera Norris

Vera M. Norris

Incorporator

This instrument was prepared by: Vera M. Norris

RICHMOND TREATMENT CENTER, INC.

4265 South A Street

Richmond, Indiana 47374

Phone: 765-962-8843 Fax: 765-965-4564

8-2-99

Secretary of State

Att: Sue Ann Gilroy

Please change the President Patricia

Lewin’s address to: P.O. Box 280

St. Helena, S.C. 29920

Also enclosed is registered

Agent request change.

Thank you,

/s/ Patricia Lewin

[SEAL]	NOTICE OF CHANGE OF REGISTERED OFFICE	SUE ANN GILROY
	OR REGISTERED AGENT (ALL CORPORATIONS)	SECRETARY OF STATE
	State Form 26276 (R5/4-95)	CORPORATIONS DIVISION 302 W. Washington St. Rm. ED18 Indianapolis, IN 46204 Telephone: (317) 232-5576

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts
	Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-1-24-2 (for profit corporation)
	Please TYPE or PRINT.	Indiana Code 23-17-6-2 (for non-profit corporation

Name of Corporation	Date of incorporation
Richmond Treatment Center, Inc.	08/15/97

Current registered office address (number and street, city, state, ZIP Code)

Reeve Sams 4265 South A Street, Richmond, IN

New registered office address (number and street, city, state, ZIP Code)

Tabathe L. Silcott 4265 South A Street, Richmond, IN 47374

Current registered agent (type or print name)

Reeve Sams

New registered agent (type or print name)

Tabathe L. Silcott

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or Statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered\ Office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented Corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 2^nd day of August, 1999

Signature	Title
/s/ Patricia Lewin	President

EX-3.2.34

Exhibit 3.2.34

ARTICLES OF INCORPORATION

OF

SAN DIEGO HEALTH ALLIANCE

I.

The name of this corporation is:

SAN DIEGO HEALTH ALLIANCE

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California (“GCL”) other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in this state of the State of California of this corporation’s initial agent for service of process, is:

Galen E. Rogers

1690 East Main, Suite 212

El Cajon, California 92021

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Hundred Thousand (100,000).

Dated this 6^th day of July, 1977.

/s/ L. Frederick Williams

L. Frederick Williams, Incorporator

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ L. Frederick Williams

L. Frederick Williams, Incorporator

EX-3.2.35

Exhibit 3.2.35

ARTICLES OF INCORPORATION OF

SHELTERED LIVING INCORPORATED

I, the undersigned, a natural person if the age of 18 years or more and a citizen of the State of Texas, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I. NAME

The name of this corporation is SHELTERED LIVING INCORPORATED.

ARTICLE II. DURATION

The period of its duration is perpetual.

ARTICLE III. PURPOSE OR PURPOSES

The purpose or purposes for which the corporation is organized are for the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

The foregoing shall be construed as objects, purposes, and powers, and enumeration thereof shall not be held to limit or restrict in any manner the powers hereafter conferred on this corporation by the laws of the State of Texas.

The corporation may in its bylaws confer powers, not in conflict with law, upon its directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon them by statute.

ARTICLE IV. CAPITALIZATION

The aggregate number of shares which the corporation shall have authority to issue is 100,000 at $1.00 par value each.

ARTICLE V. STOCK STRUCTURE

The corporation is authorized to issue only one class of shares of stock, and no distinction shall exist between the shares of the corporation or between the holders thereof.

ARTICLE VI. PREEMPTIVE RIGHTS

The shareholders of this corporation shall have the preemptive right to subscribe to any and all issues of shares and securities of this corporation.

ARTICLE VII. CUMULATIVE VOTING

The shareholders shall not have the right of cumulative voting.

ARTICLE VIII. ISSUANCE OF STOCK

The corporation will not commence business until it has received for the issuance of its shares consideration in the value of $1,000 consisting of money, labor done, or property actually received.

ARTICLE IX. REGISTERED OFFICE

The name of its initial registered agent and office address of said registered agent is Ann Kreiner, 111 Mayfair Ct., The Woodlands, Texas 77381.

ARTICLE X. DIRECTORS

The number of directors constituting the initial board of directors is one, and the name and address of the person who is to serve as director until the first annual meeting of the shareholders or until his successor is elected and qualified is Ann Kreiner, 111 Mayfair Ct., The Woodlands, Texas 77381.

ARTICLE XI. INCORPORATOR

The name and address of the incorporator is Ann Kreiner, 111 Mayfair Ct., The Woodlands, Texas 77381.

In witness whereof, and for the purpose of forming the corporation under the laws of the State of Texas, I, the undersigned incorporator of this corporation have executed these Articles of Incorporation on July 12, 1989.

/s/ Ann Kreiner

Ann Kreiner

State of Texas

County of Montgomery

I, the undersigned, a Notary Public do hereby certify that on 7-12, 1989, personally appeared before me, Ann Kreiner, known to me to be the person whose name if subscribed to the foregoing document and, being by me first duly sworn, declared and that the statements therein contained are true and correct.

	/s/ Carrie L. Gagnon
	Notary Public in and for
	Montgomery County, Texas
My commission expires: 6/23/92	Carrie L. Gagnon
	Printed Name of Notary

-2-

PUBLIC INFORMATION REPORT (PIR) NOTIFICATION

Prior to tax year 2002 copies of Public Information Reports may not have been retained by the Secretary of State of Texas. If you have received this notification in place of a listed report prior to that date you must contact the Comptroller of Public Accounts at (512) 463-4600 to request copies of the record.

a. T Code n 13196	Do not write in the space above
TEXAS FRANCHISE TAX PUBLIC INFORMATION REPORT Must be filed with your Corporation Franchise Tax Report	c. Taxpayer identification number n            30113481045	d. Report year n        2002

e. PIR/IND            n¨ 1. 2 3, 4

Sheltered Living Incorporated 905 Crystal Mountain Drive Austin, TX 78733	Secretary of State file number or, if none, Comptroller number
	Item k on Franchise Tax Report form, Page 1	g.    n 0112095300	n

The following information MUST be provided for the Secretary of State (S.O.S.) by each corporation that files a Texas Corporation Franchise Tax Report. The information will be available for public inspection.

“SECTION A” MUST BE COMPLETE AND ACCURATE.

If preprinted information is not correct, please type or print the correct information.

¨        Check here if there are currently no changes to the information preprinted in Sections A, B, and C of this report.

Corporation’s principal office

Austin, TX

Principal place of business

Santa Fe, NM

SECTION A. Name, title and mailing address of each officer and director. Use additional sheets, if necessary.

NAME Ann Schneider	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional) ###-##-####
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Expiration date (mm-dd-yy) None
NAME William Schneider	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional) ###-##-####
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Expiration date (mm-dd-yy) None
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)

SECTION B.    List each corporation in which this reporting corporation owns an interest of ten percent (10%) or more.

      Enter the information requested for each corporation. If none, enter “NONE.” Use additional sheets, if necessary.

Name of owned (subsidiary) corporation None	State of incorporation	Texas S.O.S. file number	Percentage Interest
Name of owned (subsidiary) corporation	State of incorporation	Texas S.O.S. file number	Percentage Interest

SECTION C.    List each corporation that owns an interest of ten percent (10%) or more in this reporting corporation.

      Enter the information requested for each corporation. If none, enter “NONE.” Use additional sheets, if necessary.

Name of owned (subsidiary) corporation None State of incorporation Texas S.O.S. file number Percentage Interest

Registered agent and registered office currently on file. (Changes must be filed separately with the Secretary of State.) Agent: Ann Kreiner Office: 111 Mayfair Ct.   The Woodlands, TX 77381     x       Check here if you need forms to change this information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief and that a copy of this report has been mailed to each named in this report who is an officer or director and who is not currently employed by this corporation or a related corporation.

sign here Officer, director, or other authorized person /s/ Illegible Title
Illegible Date
9/12/02 Daytime phone (Area code and number) 800-989-7405

[Seal] Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 Filed In the Office of the Secretary of State of Texas APR 28 2003 Corporations Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1. The name of the entity is SHELTERED LIVING INCORPORATED and the file number issued to the entity by the secretary of state is 112095300.

2. The entity is: (Check one.)

x a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

¨ a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

¨ a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Revised Limited Liability Company Act.

¨ a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

¨ an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3. The registered office address as PRESENTLY shown in the records of the Texas secretary of state is: 111 MAYFAIR CT., THE WOODLANDS, TX 77381

4. x A. The address of the NEW registered office is (Please provide street address, city, state and zip code. The address must be in Texas.)

905 Crystal Mountain Drive, Austin, TX 78733

OR ¨ B. The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is Ann Kreiner.

6. x A. The name of the NEW registered agent is Ann Schneider

OR ¨  B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ Ann Schneider
	(A person authorized to sign on behalf of the entity)

a. T Code n 13196	Do not write in the space above
TEXAS FRANCHISE TAX PUBLIC INFORMATION REPORT MUST be filed to satisfy franchise tax requirements	c. Taxpayer identification number n            30113481045	d. Report year n        2002

e. PIR/IND            n¨ 1. 2 3, 4

Corporation name and address Sheltered Living Incorporated 905 Crystal Mountain Drive Austin, TX 78733	Secretary of State file number or, if none, Comptroller number
	Item k on Franchise Tax Report form, Page 1	g. n 0112095300	n

The following information MUST be provided for the Secretary of State (S.O.S.) by each corporation or limited liability company that files a Texas Corporation Franchise Tax Report. The information will be available for public inspection.

“SECTION A” MUST BE COMPLETE AND ACCURATE.

If preprinted information is not correct, please type or print the correct information. Please sign below!

¡ Blacken this circle completely if there are currently no changes to the information preprinted in Sections A, B, and C of this report.

Corporation’s principal office

Austin, TX

Principal place of business

Santa Fe, NM

SECTION A. Name, title and mailing address of each officer and director. Use additional sheets, if necessary.

NAME Ann Schneider	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional) ###-##-####
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Expiration date (mm-dd-yy) None
NAME William Schneider	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional) ###-##-####
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Expiration date (mm-dd-yy) None
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)

SECTION B. List each corporation or limited liability company, if any, in which this reporting corporation or limited liability company owns an interest of ten percent (10%) or more. Enter the information requested for each corporation. Use additional sheets, if necessary.

Name of owned (subsidiary) corporation None	State of incorporation	Texas S.O.S. file number	Percentage Interest
Name of owned (subsidiary) corporation	State of incorporation	Texas S.O.S. file number	Percentage Interest

SECTION C. List each corporation or limited liability company, if any, that owns an interest of ten percent (10%) or more in this reporting corporation or limited liability company. Enter the information requested for each corporation or limited liability company, if necessary.

Name of owned (subsidiary) corporation None State of incorporation Texas S.O.S. file number Percentage Interest

Registered agent and registered office currently on file. (Changes must be filed separately with the Secretary of State.) Agent: Ann Schneider Office: 905 Crystal Mountain Drive     Austin, TX 78733     ¡        Blacken this circle if you need forms to change this information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief and that a copy of this report has been mailed to each named in this report who is an officer or director and who is not currently employed by this corporation or a related corporation.

sign here Officer, director, or other authorized person /s/ Ann Schneider Title
President Date
8/1/03 Daytime phone (Area code and number) 800-989-7406

a. T Code n 13196	Do not write in the space above
TEXAS FRANCHISE TAX PUBLIC INFORMATION REPORT MUST be filed to satisfy franchise tax requirements	c. Taxpayer identification number n 30113481045	d. Report year n        2002

e. PIR/IND            n¨ 1. 2 3, 4

Corporation name and address Sheltered Living Incorporated c/o Karen 905 Crystal Mountain Drive Austin, TX 78733	Secretary of State file number or, if none, Comptroller number
	Item k on Franchise Tax Report form, Page 1	g. n 0112095300	n

If preprinted information is not correct, please type or print the correct information   The following information MUST be provided for the Secretary of State (S.O.S.) by each corporation or limited liability company that files a Texas Corporation Franchise Tax Report. Use additional sheets for Sections A, B, and C, if necessary. The information will be available for public inspection.   ¡        Blacken this circle completely if there are currently no changes to the information preprinted in Section A of this report. Then, complete Sections B and C. Please sign below! Officer and director information is reported as of the date a Public Information Report is completed. The information is updated annually as part of the franchise tax report. There is no requirement or procedure for supplementing the information as officers and directors change throughout the year.

Corporation’s principal office

Austin, TX

Principal place of business

Santa Fe, NM

SECTION A. Name, title and mailing address of each officer and director.

NAME Ann Schneider	TITLE	DIRECTOR x YES
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Term expiration (mm-dd-yy) None
NAME William Schneider	TITLE	DIRECTOR x YES
MAILING ADDRESS 905 Crystal Mountain Drive, Austin, TX 78733			Term expiration (mm-dd-yy) None
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)
NAME	TITLE	DIRECTOR ¨ YES	Social Security No. (Optional)
MAILING ADDRESS			Expiration date (mm-dd-yy)

SECTION B. List each corporation or limited liability company, if any, in which this reporting corporation or limited liability company owns an interest of ten percent (10%) or more. Enter the information requested for each corporation or limited liability company.

Name of owned (subsidiary) corporation None	State of incorporation	Texas S.O.S. file number	Percentage Interest
Name of owned (subsidiary) corporation	State of incorporation	Texas S.O.S. file number	Percentage Interest

SECTION C. List each corporation or limited liability company, if any, that owns an interest of ten percent (10%) or more in this reporting corporation or limited liability company. Enter the information requested for each corporation or limited liability company

Name of owned (subsidiary) corporation None State of incorporation Texas S.O.S. file number Percentage Interest

Registered agent and registered office currently on file. (Changes must be filed separately with the Secretary of State.) Agent: Ann Schneider Office: 905 Crystal Mountain Drive   Austin, TX 78733     ¡        Blacken this circle if you need forms to change this information. Changes can also be made online at http://www.sos.tx.us/corp/sosda/index.shtml

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief and that a copy of this report has been mailed to each named in this report who is an officer or director and who is not currently employed by this corporation or a related corporation.

sign here Officer, director, or other authorized person /s/ Ann Schneider Title
/s/ Date
3/5/05 Daytime phone (Area code and number) 800-989-7406

[Seal] Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 (Form 401) Filed in the Office of the Secretary of State of Texas Filing #: 112095300 08/16/2005 Document #: 100722530002 Image Generated Electronically for Web Filing

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1. The name of the entity is:

SHELTERED LIVING INCORPORATED

The file number is issued to the entity by the Secretary of State is 112095300.

2. The entity is: (Check one)

þ A business corporation, professional corporation, or professional association, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

¨ A non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

¨ A limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

¨ A limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

¨ A foreign limited liability partnership, which has authorized the changes indicated below, as provided by the Texas Revised Limited Partnership Act.

¨ An out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3. The registered office address as PRESENTLY shown in the records of the Texas Secretary of State is:

905 Crystal Mountain Drive, Austin, TX, USA 78733

4.      þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)

1614 Sidney Baker Street, Kerrville, TX, USA 78028

OR

¨ B. The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas Secretary of State is: Ann Schneider

6. þ A.    The name of the NEW registered agent is: National Registered Agents, Inc.

OR

¨ B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

8. þ A.    This document will become effective when the document is filed by the Secretary of State.

¨ B.    This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the Secretary of State. The delayed effective date is:                     

By:	Pamela B. Burke
	(A person authorized to sign on behalf of the entity)

FILING OFFICE COPY

-9-

EX-3.2.36

Exhibit 3.2.36

CERTIFICATE OF INCORPORATION

OF

CRC MERGER ACQUISITION CORP.

FIRST: The name of the corporation is:

CRC Merger Acquisition Corp.

SECOND: The address of its registered office in the State of Delaware is 3500 S. DuPont Hwy, Dover, DE 19901, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is 1,000.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation; the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the Bylaws of the corporation.

SEVENTH: The name and mailing address of the incorporator is:

Kathryn Clamar

DLA Piper Rudnick Gray Cary US LLP

153 Townsend Street, Suite 800

San Francisco, CA 94107-1922

EIGHTH: To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 21st day of March, 2005.

/s/ Kathryn Clamar

Kathryn Clamar Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CRC MERGER ACQUISITION CORP.

CRC Merger Acquisition Corp. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (“DGCL”) do hereby certify that:

FIRST: That the Sole Director of the Corporation, by a written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation.

RESOLVED, that upon approval of the sole stockholder of the Corporation the First Article of the Certificate of Incorporation shall be amended to read as follows:

ARTICLE 1

The name of the corporation is Sierra Tucson Inc. (the “Corporation”)

SECOND: That in lieu of a meeting and vote of sole stockholder, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, its Chief Executive Officer has executed this Certificate of Amendment on behalf of the Corporation on this 11^th day of May 2005.

/s/ Dr. Barry W. Karlin

Dr. Barry W. Karlin, Chief Executive Officer

EX-3.2.37

Exhibit 3.2.37

[Seal]	ARTICLES OF INCORPORATION	Provided by:	JOSEPH H. HOGSET
	State Form 4159 (RS/11-91)		Secretary of State
	Approved by State Board of Accounts1992		Corporations Division
			302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576

799LU0B0698

INSTRUCTIONS:	Use 8 1/2 x 11 inch white paper for inserts.	Indiana Code 23-1-21-2
	Filing requirements – present original and one copy to the address in the upper right corner of this form.	FILING FEE: $90.00

ARTICLES OF INCORPORATION

Indicate the appropriate act

The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:

x  Indiana Business Corporation Law ¨  Indiana Professional Corporation Ac 1983

As amended, executes the following Articles of Incorporation:

ARTICLE I – NAME

Name of Corporation

Southern Indiana Treatment Center Inc.

(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)

ARTICLE II – REGISTERED OFFICE AND AGENT

Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:
Name of Registered Agent Corporation Service Company
Address of Registered Office (street or building) 9795 Crosspoint Blvd., Suite 175	City Indianapolis	Indiana	ZIP code 46256
Principal Office: the post office address of the principal office of the Corporation is:
Post office address 9795 Crosspoint Blvd., Suite 175	City Indianapolis	State IN	ZIP code 46256

ARTICLE III – AUTHORIZED SHARES

Number of shares: 1,000 shares of Common Stock without par value

                          If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”

ARTICLE IV – INCORPORATORS

[the name(s) and address(es) of the incorporators of the corporation]

NAME	NUMBER AND STREET OR BUILDING	CITY	STATE	ZIP CODE
Carol K. Dolor	1013 Centre Road	Wilmington	DE	19805

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.

This 12^th day of February, 1993.

Signature /s/ Carol K. Dolar	Printed name Carol K. Dolor
Signature	Printed name
Signature	Printed name
This instrument was prepared by: (name) Carol K. Dolor, Corporate Agents, Inc.
Address (number, street, city and state) 1013 Centre Road, Wilmington, DE		ZIP code 19805

[Seal] NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5/4-95) [Stamp] SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
	Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation) NO FILING FEE
	Please TYPE or PRINT.

Name of corporation Southern Indiana Treatment Center, Inc.	Date of Incorporation 2/17/93
Current registered office address (number and street, city, state, ZIP code) 1713 E. 10th Street Jeffersonville, IN 47130
New registered office address (number and street, city, state, ZIP code) Same

Current registered agent (type or print name)

Carol McPherson

New registered agent (type or print name)

Holly Hasty

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 13^th day of October, 1997.

Signature	Title
/s/ Patricia Lewin	President

Southern Indiana Treatment Center, Inc.

1713 E. Tenth Street

Jeffersonville, IN 47130

812-283-4844	FAX 812-283-0056
	8-2-99

Already entered

Secretary of State Att. Sue Anne Gilroy

I was advised to put in writing change of address.

Please change President Patricia Lewin’s mailing address to P.O. Box 280, St. Helena, SC 29920

Thank you,

/s/ Patricia Lewin

EX-3.2.38

Exhibit 3.2.38

JOE MANCHIN, III Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770 [Seal]       WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Team Leader Corporations Division Tel: (304) 558-8000 Fax: (304) 558-5758 www.wvsos.com FILE One Original   CTRL # 5 3 6 7 8

The undersigned, acting as incorporator(s) according to West Virginia Code, adopts the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [This name is your official name and must be used in its entirety when in use unless a trade name is registered with the Office of Secretary of State, according to Chapter 47-8-3 of the West Virginia Code.]		Southern West Virginia Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The address of the principal office of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	618 Church Street, Suite 510
		City/State/Zip:	Nashville, Tennessee 37219
		County:	Davidson
		Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia, if any of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
		County:	Kanawha
		Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301
5.	This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK, (if you plan on applying for 501(c)(3) status with the IRS, you may want to include certain language that is required by IRS to be included in your articles of incorporation)

x FOR PROFIT

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $-0-.

The capital stock will be divided into 1,000 shares at the par value of $ no par per share.

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 10/02

Page 2

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. FOR NON PROFITS ONLY: (Check the statement that applies to your entity)

— Corporation will have no members

— Corporation will have members

(NOTE) If corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity, you will have to attach a separate sheet listing the above required information, unless it will fit in the space below

9. The name and address of the incorporator(s) is:

Name	Address	City/State/Zip
Patrick D. Kelly	P.O. Box 1588	Charleston, WV 25326-1588

10. Contact and Signature Information:

a.	Contact person to reach in case there is a problem with filing: Patrick D. Kelly Phone # 353-8119
b.	Print Name of person who is signing articles of incorporation: Patrick D. Kelly
c.	Signature of Incorporator:	/s/ Patrick D. Kelly	Date: 2/4/03

EX-3.2.39

Exhibit 3.2.39

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1999) Jesse White Secretary of State Department of Business Services Springfield, IL 62756 http://www.sos.state.il.us	This space for use by Secretary of State	SUBMIT IN DUPLICATE! This space for use by Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”		Date Franchise Tax Filing Fee Approved:

1. CORPORATE NAME:    Southwest Illinois Treatment Center, Inc.

(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)

2. Initial Registered Agent: National Registered Agents, Inc.

First Name Middle Initial Last name

Initial Registered Office: 208 South LaSalle Street, Suite 1855

Number		Street	Suite E
Chicago	IL	Cook	60604
City		County	Zip Code

3. Purpose or purposes for which the corporation is organized:

(if not sufficient space to cover this point, add one or more sheets of this size.)

Ownership and operation of a dependency treatment center.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share		Number of Shares Authorized	Number of Shares Proposed to be issued	Consideration to be Received Therefor
Common	$	No Par Value	1,000	1,000	$	1,000
				TOTAL:	$	1,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size.)

The securities represented hereby have not been registered under the Securities Act of 1933 or any state securities laws. Such securities and any securities or shares issued hereunder may not be sold, offered for sale or transferred in the absence of an effective registration statement under such act and any applicable state securities law or an opinion of counsel reasonably satisfactory to the company that such registration is not required.

(over)

5.      OPTIONAL:	(a)	Number of directors constituting the initial board of directors of the corporation: 2.
	(b)	Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Residential Address	City, State, ZIP
David R. Gnass	618 Church Street, Suite 510, Nashville,	Tennessee 37219
Patty Chadwick	618 Church Street, Suite 510, Nashville,	Tennessee 37219

6.      OPTIONAL:	(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$______________________
	(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$______________________
	(c)	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$______________________
	(d)	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$______________________

7.        OPTIONAL:    OTHER PROVISIONS

                                    Attach a separate sheet of this size for any other provision to be included in the Articles of

                                    Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating the internal

                                    Affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8.                                                          NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated: August 19, 2002

            (Month & Day) Year

	Signature and Name		Address
1.	/s/ Melissa J. Hogan	1.	315 Deaderick Street, Suite 2700
	Signature		Street
	Melissa J. Hogan		Nashville, Tennessee 37238
	(Type or Print Name)		City/Town            State                    ZIP CODE
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town            State                    ZIP CODE
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town            State                    ZIP CODE

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the

Execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

• The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

• The filing fee is $75.

• The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State                Springfield, IL 62756

Department of Business Services    Telephone (217) 782-9522 or 782-9523                                                                         C-162.20

FORM BCA 5.10/5.20 (rev. Dec. 2003)

STATEMENT OF CHANGE OF

REGISTERED AGENT AND/OR

REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of State

Department of Business Services

Springfield, IL 62756

Telephone (217) 782-3647

www.cyberdriveillinois.com

Remit payment in the form of a

Check or money order payable

To the Secretary of State

                                          File # 62368861 Filing Fee: $25.00 Approved:

                    Submit in duplicate             Type or Print clearly in black ink          Do no write above this line                     

1. CORPORATE NAME: SOUTHWEST ILLINOIS TREATMENT CENTER, INC.

2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS

3. Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent:	National Registered Agents, Inc.
	First Name	Middle Name	Last Name
Registered Office:	208 South LaSalle Street, Suite 1855
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	Chicago, IL 60604, County of Cook
	City	ZIP Code	County

4. Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent:	National Registered Agents, Inc.
	First Name	Middle Name	Last Name
Registered Office:	200 West Adams Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	Chicago, IL 60606, County of Cook
	City	ZIP Code	County

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a.	¨	By resolution duly adopted by the board of directors.	(Note 5)
b.	x	By action of the registered agent.	(Note 6)

SEE REVERSE SIDE FOR SIGNATURES(S).

7. (If authorized by the board of directors, sign here, See Note 5)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.

Dated
	(Month & Day)	(Year)	(Exact Name of Corporation)

____________________________________________

(Any Authorized Officer’s Signature)

____________________________________________

(Type or Print Name and Title)

(If change of registered office by registered agent, sign here, See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

		National Registered Agents, Inc.
Dated	April 25, 2004	By:	/s/ Robert K. Rowell
	(Year)		(Signature of Registered Agent of Record)
		Robert K. Rowell, Vice President
		(Type or print name. If the registered agent is a corporation, type or print the name and title of the officer who is signing on its behalf.)

NOTES

1. The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2. The registered office must include a street or road address; a post office box number alone is not acceptable.

3. A corporation cannot act as it own registered agent.

4. If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by a duly authorized officer.

6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

EX-3.2.40

Exhibit 3.2.40

	The Commonwealth of Massachusetts
Examiner	OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
	MICHAEL JOSEPH CONNOLLY, Secretary
	ONE ASHBURTON PLACE, BOSTON, MASS. 02108
	ARTICLES OF ORGANIZATION
	(Under G.L. Ch. 156B)
	Incorporators

	NAME	POST OFFICE ADDRESS
	Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.
	James E. Fay	323 Beulah Road
		Vienna, Virginia 22180
	The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):
	1.      The name by which the corporation shall be know is:
	Stonehedge Convalescent Center, Inc.
name approved
	2.      The purposes for which the corporation is formed is as follows:
	To engage in and carry on the business of owning, operating and managing nursing homes.
	To provide skilled nursing services and rehabilitative services and therapeutic services in connection with the operation of a convalescent center.
	To provide long term care and short term care to the invalid and aged at convalescent center.
	To take, buy, purchase, exchange, hire, lease or otherwise acquire real estate and property either improved or unimproved and any interest or right therein, and to own, hold, control, maintain, manage and develop the same in any State of the United States.
	To borrow money, with or without pledge of or mortgage upon all or any of its property, real or personal, as security, and to loan and advance money upon mortgages on personal and real property or on either of them.
	To have as additional purpose all powers granted and conferred by the laws of the Commonwealth of Massachusetts upon business corporations organized under Chapter 156B of the General Laws.
C   ¨
P   þ
M  ¨
RA¨	Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2x11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

3. The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows:

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE		AMOUNT
Preferred				$
Common	15,000

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

None.

*5. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None.

*6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See Continuation Sheet 6A, 6B

* If there are no provisions state “None”.

CONTINUATION SHEET – 6 A

Other lawful provisions for the conduct and regulation of the business and affairs of the Corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the Corporation, or of its Directors or stockholders or of any class of stockholders, are as follows:

(a) The Board of Directors may make, amend or repeal the By-Laws in whole or in part except with respect to any provision thereof which, by law or the By-Laws, requires action by the stockholders;

(b) Meeting of the stockholders may be held anywhere in the United States;

(c) Each Director and each officer elected by the stockholders (including persons elected by the Board of Directors to fill vacancies in the Board of Directors or in any such offices), and each former Director and officer, and the heirs, executors, administrators, successors and assigns of each of them shall be indemnified by the Corporation against all costs and expenses, including fees and disbursements of counsel and the cost of settlements (other than amounts paid to the Corporation itself) reasonably incurred by, or imposed upon, him in connection with or arising out of any action, suit or proceeding, civil or criminal, in which he may be involved, or incurred in anticipation of any action, suit or proceeding, by reason of his being or having been an officer or Director of the Corporation; or by reason of any action alleged to have been taken or omitted by him as a Director or officer of the Corporation.

Officers elected by the Board of Directors but who are not Directors, and employees and other agents of the Corporation (including persons who serve at its request as directors or officer of other organizations in which it owns shares or of which it is a creditor), and each such former officer, employee and agent, and the heirs, executors, administrators, successors and assigns of each of them, may be indemnified by the Corporation to the extent, if any, authorized by the Board of Directors in its sole discretion.

CONTINUATION SHEET – 6B

No indemnification shall be provided to any person, or to his heirs, executors, administrators, successors or assigns, with respect to any matter as to which he shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation.

The foregoing indemnification shall not exclusive of any other rights or indemnification to which any such Director, officer, employee or agent may be entitled.

(d) No contract or other transaction between the Corporation and any other person, firm or corporation shall, in the absence of fraud, in any way be affected or invalidated nor shall any Director be subject to surcharge with respect to any such contract or transaction by the fact that such Director, or any firm of which such Director is a member, or any corporation of which such Director is a shareholder, officer or director, is a party to, or may be pecuniarily or otherwise interested in, such contract or transaction; provided that the fact that he individually, or such firm or corporation, is so interested shall be disclosed to the Board of Directors at the meeting at which (or prior to the Directors’ executing their written consents by which) action to authorize, ratify or approve such contract or transaction is to be taken. Any Director of the corporation may vote upon or give his written consent to any contract or other transaction between the Corporation and any other person, firm, corporation or other entity without regard to the fact that he is also a director or officer of such other firm or corporation or entity, a subsidiary or affiliated corporation thereof, or is such other person.

(e) Each Director and officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account of the Corporation, reports made to the Corporation by any of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the Directors, or upon the other records of the Corporation.

(f) In furtherance and not in limitation of the powers enumerated in this Article 6, the Corporation shall have as additional powers all purposes granted and allowed by the laws of the Commonwealth of Massachusetts to business corporations organized under Chapter 156B of the General Laws of Massachusetts; provided that no such power shall be exercised in a manner inconsistent with such Chapter 156B or any other applicable provision of the General Laws of Massachusetts.

(g) The Corporation shall have the power to be a General Partner in a Limited Partnership.

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date, (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation:

a. The post office address of the initial principal office of the corporation of Massachusetts is:

c/o Hamilton House                    141 Chestnut Street, Needham, Mass.

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Michael W. Beavers	674 Ad Hoc Rd. Great Falls, VA 22066	Same
Treasurer:	Michael W. Beavers	674 Ad Hoc Rd. Great Falls, VA 22066	Same
Clerk:	Anita Chevrette	4 Hillside Rd. Natick, MA 01760	Same
Asst. Clerk:	James E. Fay	323 Beulah Rd. Vienna, VA 22180	Same
Asst. Clerk:	Linda C. Beavers	674 Ad Hoc Rd. Great Falls, VA 22066	Same
Directors:	Michael W. Beavers	674 Ad Hoc Rd. Great Falls, VA 22066	Same
	James E. Fay	323 Beulah Rd. Vienna, VA 22180	Same
	George Thomassey	51 Pine St. New Canaan, Conn.	Same

c. The date initially adopted on which the corporation’s fiscal year ends is: September 30th

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is: Last Thursday of January

e. The name and business address of the resident agent, if any, of the corporation is:

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) the Articles of Organization this 1st day of November 1985

/s/James E. Fay

James E. Fay

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

FORM MUST BE TYPED FORM MUST BE TYPED                

Annual Report for Domestic

and Foreign Corporations

(General Laws Chapter 156D Section 16.22; 950 CMR 133.56)

(1) The exact name of the corporation is Stonehedge Convalescent Center, Inc.

(2) The corporation is organized under the laws of Massachusetts.

(3) The street address of the corporation’s registered office in the commonwealth is:

5 Redlands Road, West Roxbury, MA 02132.

(number, street, city or town, state, zip code)

(4) The name of the registered agent at the registered office is Bill Brinkert.

(5) The street address of the corporation’s principal office is:

105 N. Bascom Ave., 2^nd Floor, San Jose, CA 95128.

(number, street, city or town, state, zip code)

(6) Provide the name and business address of the officers specified below and the directors of the corporation.

President: Jerry Rhodes, 105 N. Bascom Ave., 2^nd Floor, San Jose, CA 95128

Treasurer: Kevin Hogge, 105 N. Bascom Ave., 2^nd Floor, San Jose, CA 95128

Secretary: Kevin Hogge, 105 N. Bascom Ave., 2^nd Floor, San Jose, CA 95128

Chief Executive Officer:                                                                                                                                                                                                             

Chief Financial Officer: Kevin Hogge, 105 N. Bascom Ave., 2^nd Floor, San Jose, CA 95128

Directors: Kathleen Sylvia, Jerry Rhodes and Kevin Hogge

Address for all directors: 105 N. Bascom Ave., 2^nd Floor

San Jose, CA 95128

(7) Briefly describe the business of the corporation:

Health care.

(8-9) The capital stock of each class and series

CLASS OF STOCK	TOTAL AUTHORIZED BY ARTICLES OF ORGANIZATION OR AMENDMENTS Number of Shares Total Par Value	TOTAL ISSUED AND OUTSTANDING Number of Shares
COMMON:	15,000	1,000
PREFERRED:	0	0

(10) Check if the stock of the corporation is publicly traded. ¨

(11) Date of the fiscal year end is September 30, 2004.

(month, day, year)

Signed by /s/Kevin Hogge                                                                                                                          

(signature of authorized individual)                    

(Please check appropriate box)

¨  Chairman of the Board of Directors

¨  Incorporator

þ  Other Officer

¨  Court Appointed Fiduciary

on this 21st day of September of 2004.

EX-3.2.41

Exhibit 3.2.41

STONEHEDGE CONVALESCENT CENTER

LIMITED PARTNERSHIP

Certificate of Limited Partnership

This Agreement made the 1^st day of November, 1985 between Stonehedge Convalescent Center, Inc. a Massachusetts corporation having its principal place of business c/o Hamilton House, 141 Chestnut Street, Needham, Massachusetts and those persons named on Exhibit A attached hereto as limited partners, such persons together with any substitute limited partners admitted subsequently, being hereinafter called “Limited Partners”. The general partner and Limited Partners, sometimes hereinafter collectively called “Partners”, agree by execution of identical counterparts this Certificate of Limited Partnership as it may be amended from time to time, to form a Limited Partnership pursuant to the provisions of Chapter 109 of the General Laws of the Commonwealth of Massachusetts.

IT IS AGREED by the parties hereto as follows:

1. The name of the Limited Partnership shall be Stonehedge Convalescent Center Limited Partnership.

2. The business of the Partnership shall be the acquiring of the land and building known and numbered as 5 Redlands Road, West Roxbury, Massachusetts and thereafter to own, finance, mortgage, improve, lease, operate, manage, develop, sell or otherwise deal with the above-referenced property.

3. The address of the office shall be 141 Chestnut Street, Needham, Norfolk County, Massachusetts and its agent for service of process shall be Stonehedge Convalescent Center, Inc. whose address is 141 Chestnut Street, Needham, Norfolk County, Massachusetts.

4. Name	Address	Percent Interest		Capital Contribution
General Partner:
Stonehedge Convalescent Center, Inc.	141 Chestnut St. Needham, MA	1	%	$	1.00
Limited Partners:
Michael W. Beavers	676 Ad Hoc Road Great Falls, VA 22066	49.5	%	$	49.50
James E. Fay	323 Beulah Road Vienna, VA	49.5	%	$	49.50

5. The Limited Partners shall contribute in the aggregate, and at such times, the sum set forth by their names above. Also, the Limited Partners may (i) lend to the Partnership such funds or (2) provide for the benefit of the Partnership such collateral or other security for the Partnership financing, as may be determined by the general partner to be necessary for proper funding or financing of the project. The Limited Partners shall not be required to make any further capital contributions or lend any funds to the Partnership.

6. The Limited Partners may the grant the right to become a Limited Partner to an assignee of any part of Limited Partner’s Partnership interest and the terms and conditions for the exercise of such power are the unanimous vote of the Limited Partner and general partner.

7. The Partners shall have the right to receive distributions of property, including cash from the Limited Partnership as determined in the general partner’s sole discretion.

8. This Agreement shall commence on the date of recording in the Office of the Secretary of State, Commonwealth of Massachusetts, and shall continue for a term of 100 years thereafter unless the Partnership is earlier terminated by action of the general partner.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

STONEHEDGE CONVALESCENT CENTER, INC.
By:	/s/ James E. Fay
Its:	Vice President and Director Limited Partners
	/s/Michael W. Beavers
	Michael W. Beavers
	/s/ James E. Fay
	James E. Fay

-2-

THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

May 03, 2005 2:28 PM

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

-3-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF LIMITED PARTNERSHIP

OF

STONEHEDGE CONVALESCENT CENTER, LIMITED PARTNERSHIP

[Name of Limited Partnership]

To the Secretary of State

Commonwealth of Massachusetts

It is hereby certified on behalf of the limited partnership named below (the “limited partnership”) that:

1. The name of the limited partnership is STONEHEDGE CONVALESCENT CENTER, LIMITED PARTNERSHIP .

2. The date of filing of the certificate of limited partnership was November 1, 1985.

3. The amendment to the certificate of limited partnership effected by this certificate of amendment is as follows: The name and the address of the agent for service of process of the limited partnership are changed to National Registered Agents, Inc. 303 Congress Street, 2^nd Floor, Boston, MA 02210.

4. The name and address of each general partner is set forth below:

Name	Address
Stonehedge Convalescent Center, Inc. 5 Redlands Road W. Roxbury, MA 02132

Executed on April 29, 2005 .

By:	/s/ Pamela B. Burke
	Pamela B. Burke, Vice President

Stonehedge Convalescent Center, Inc.                     , General Partner

-4-

EX-3.2.42

Exhibit 3.2.42

93-5 5-40

STATE OF CALIFORNIA

[seal] Form LP-1

Secretary of State

CERTIFICATE OF LIMITED PARTNERSHIP

IMPORTANT – Read instructions on back before completing this form

This Certificate is presented for filing pursuant to Section 15621 California Corporations Code.

1. NAME OF LIMITED PARTNERSHIP

The Camp Recovery Centers, L.P.
2.      STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE	CITY AND STATE	ZIP CODE
111 Middle Avenue	Menlo Park, CA	94025

3.      STREET ADDRESS OF CALIFORNIA OFFICE IF EXECUTIVE OFFICE IS AN ANOTHER STATE	CITY	ZIP CODE
	CA
4.      COMPLETE IF LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS IN EXISTENCE ON DATE THIS CERTIFICATE IS EXECUTED
THE ORIGINAL LIMITED PARTNERSHIP CERTIFICATE WAS RECORDED ON                      19     WITH THE RECORDER OF
COUNTY.                                                                      FILE OR RECORDATION NUMBER

5. NAMES AND ADDRESSES OF ALL GENERAL PARTNERS: (CONTINUE ON SECOND PAGE, IF NECESSARY)

A.	NAME:	CRC Recovery, Inc.		C.     NAME:
	ADDRESS:	111 Middle Avenue		ADDRESS:
	CITY:	Menlo Park     STATE: CA	ZIP CODE: 94025	CITY:	STATE:	ZIP CODE:
B.	NAME:			D.     NAME:
	ADDRESS:			ADDRESS:
	CITY:	STATE:	ZIP CODE:	CITY:	STATE:	ZIP CODE:
6.      NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS:
NAME:		Barry W. Karlin
ADDRESS:		1111 Middle Avenue	CITY:  Menlo Park		STATE: CA	ZIP CODE: 94025

7.	ANY OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE NOTED BE NOTED ON SEPARATE PAGES AND BY REFERENCE HERENI ARE A PART OF THIS CERTIFICATE.		8.	INDICATE THE NUMBER OF GENERAL PARTNERS SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, RESTATEMENT, DISSOLUTION, CONTINUATION AND CANCELLATION.
	NUMBER OF PAGES ATTACHED:	0		NUMBER OF GENERAL PARTNER(S) SIGNATURE(S) IS/ARE:	1
				(PLEASE INDICATE NUMBER ONLY)

9.      IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(S) WHO EXECUTED          THIS CERTIFICATE OF LIMITED PARTNERSHIP WHICH EXECUTION IS MY (OUR)          ACT AND DEED. (SEE INSTRUCTIONS)
	By:	/s/ Barry W. Karlin
		SIGNATURE		SIGNATURE
		Barry W. Karlin, President	9/5/95
		POSITION OR TITLE	DATE	POSITION OR TITLE	DATE
		SIGNATURE		SIGNATURE
		POSITION OR TITLE	DATE	POSITION OR TITLE	DATE

10.    RETURN ACKNOWLEDGEMENT TO:
NAME	Arthur C. Rinsky
ADDRESS	Gray Cary Ware & Freidenrich
CITY	400 Hamilton Avenue
STATE	Palo Alto, CA 94301-1825
ZIP CODE
SEC/STATE REV. 1/93		FORM LP-1 – FILING FEE: $70.00
		Approved by Secretary of State

State of California [seal] Secretary of State   AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP   A $30.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form.   This Space For Filing Use Only  

1.	SECRETARY OF STATE FILE NUMBER 199525000014		2. NAME OF LIMITED PARTNERSHIP The Camp Recovery Centers, L.P.
3.	COMPLETE ONLY THE BOXES WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED, IF NECESSARY.
	A.	LIMITED PARTNERSHIP NAME (END THE NAME WITH THE WORDS “LIMITED PARTNERSHIP” OR THE APPREVIATION “L.P.”)
	B.	THE STREET ADDRESS OF THE PRINCIPAL OFFICE
		ADDRESS
		CITY		STATE	ZIP CODE
	C.	THE STREET ADDRESS IN CALIFORNIA WHERE RECORDS ARE KEPT
		STREET ADDRESS
		CITY		STATE CA	ZIP CODE
	D.	THE ADDRESS OF GENERAL PARTNER(S)
		NAME
		ADDRESS
		CITY		STATE	ZIP CODE
	E.	NAME CHAGE OF A GENERAL PARTNER		FROM:	TO:
	F.	GENERAL PARTNER(S) CESSATION
	G.	GENERAL PARTNER ADDED
		NAME
		ADDRESS
		CITY		STATE	ZIP CODE
	H.	THE PERSON(S) AUTHORIZED TO WIND UP AFFAIRS OF THE LIMITED PARTNERSHIP
		NAME
		ADDRESS
		CITY		STATE	ZIP CODE
	I.	THE NAME OF THE AGENT FOR SERVICE OF PROCESS
		National Registered Agents, Inc.
	J.	IF AN INDIVIDUAL, CALIFORNIA ADDRESS OF THE AGENT FOR SERVICE OF PROCESS
		ADDRESS
		CITY		STATE CA	ZIP CODE
	K.	NUMBER OF GENERAL PARTNERS’ SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION
	L.	OTHER MATTERS (ATTACH ADDITIONAL PAGES, IF NECESSARY)
4.	NUMBER OF PAGES ATTACHED (IF ANY)

5.	I CERTIFY THAT THE STATEMENTS CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO MY OWN KNOWLEDGE. I DECLARE THAT I AM THE PERSON WHO IS EXECUTING THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.
	/s/ Pamela B. Burke	Secretary of General Partner CRC Recovery, Inc.		Pamela Burke	12/15/05
	SIGNATURE		POSITION OR TITLE	PRINT NAME	DATE
	SIGNATURE		POSITION OR TITLE	PRINT NAME	DATE

SEC/STATE (REV. 01-03)	FORM LP-2 FILING FEE: $30.00
	Approved by Secretary of State

EX-3.2.43

Exhibit 3.2.43

ARTICLES OF INCORPORATION

OF

TRANSCULTURAL HEALTH DEVELOPMENT, LTD.

I.

The name of this corporation is TRANSCULTURAL HEALTH DEVELOPMENT, INC.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in this state of the State of California of this corporation’s initial agent for service of process is:

WILLIAM MARSHALL

2800 Neilson Way, #1708

Santa Monica, CA 90405

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Hundred Thousand (100,000).

Dated: August 27, 1981

/s/ William Marshall

WILLIAM MARSHALL, Incorporator

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ William Marshall

WILLIAM MARSHALL, Incorporator

EX-3.2.44

Exhibit 3.2.44

ARTICLES OF INCORPORATION

OF

CALIFORNIA TREATMENT SERVICES, INC.

ARTICLE I

The name of this corporation is California Treatment Services, Inc.

ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

The name and complete business address in the State of California of this corporation’s initial agent for service of process is:

Jerry J. Gumpel

c/o Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.

101 West Broadway, 17th Floor

San Diego, California 92101

ARTICLE IV

This corporation is authorized to issue only one class of shares of stock which shall be designated common stock and the total number of shares which the corporation is authorized to issue is One Million (1,000,000) shares.

ARTICLE V

(a) The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

(b) The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law.

(c) Any amendment, repeal or modification of any provision of this Article V shall not adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.

/s/ Jerry J. Gumpel

Jerry J. Gumpel, Incorporator

CALIFORNIA TREATMENT SERVICES B, INC.,

a California corporation

5686 Taft Avenue

LaJolla, California 92037

Telephone: (619) 283•7228

January 26, 1999

Secretary of State

State of California

Division of Corporations

1500 Eleventh Strait, Third Floor

Sacramento, California 95814-5701

Re: California Treatment Services, Inc.

Dear Sir or Madam:

I am the President of California Treatment Services B, Inc., a California corporation (the “Company”).

On behalf of the Company, the Company hereby authorize Jerry J Gumpel, Esq. of the law firm of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. to use of the name “California Treatment Services, Inc.”

Thank you for your attention to this matter. Please call if you have any questions.

Very truly yours,
CALIFORNIA TREATMENT SERVICES B, INC., a California corporation
By:	/s/ Dr. Robert B. Kahn
	Dr Robert B. Kahn, President

-2-

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

CALIFORNIA TREATMENT SERVICES, INC.

Robert B. Kahn certifies that:

1. He is the president and the secretary of California Treatment Services, Inc., a California corporation.

2. The Articles of Incorporation of California Treatment Services, Inc., are hereby amended as follows:

Article I is hereby deleted in its entirety and replaced with the following:

ARTICLE 1

The name of this corporation is TREATMENT ASSOCIATES, INC.

3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of common stock of the corporation is 100. The number of common shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: March 30, 1999

/s/ Robert B. Kahn

Robert B. Kahn

-3-

EX-3.2.45

Exhibit 3.2.45

ARTICLES OF INCORPORATION

OF

VIRGINIA TREATMENT CENTER, INC.

The undersigned, acting as incorporator in adopting the following Articles of Incorporation for the purpose of incorporating a business corporation (hereinafter referred to as “Corporation”), pursuant to the provisions of the Virginia Stock Corporation Act, Chapter 9 of Title 13.1 of the Code of Virginia.

Article 1: The name of the corporation is Virginia Treatment Center, Inc.

Article 2: The number of shares the corporation is authorized to issue is 1,000, all of which are without par value and classified as Common shares.

Article 3: The corporation’s initial registered office address, which is the business address of the initial registered agent including street and number, is 526 King Street, Alexandria, Virginia 22314. The registered office is physically located in the city or the county of the City of Alexandria.

Article 4: The name of the corporation’s initial registered agent, whose business office is identical with the above-registered office is National Registered Agents, Inc. The initial registered agent, a foreign stock corporation who is authorized to transact business in the Commonwealth of Virginia.

Article 5: The name and the address of the initial directors of the corporation are:

NAME	ADDRESS
David R. Gnass	618 Church Street, Suite 510, Nashville, TN 37219
Patty Chadwick	618 Church Street, Suite 510, Nashville, TN 37219

Article 6: The period of duration of the corporation is perpetual.

Article 7: The purpose or purposes for which the corporation is organized, in addition to engaging in any lawful business for which a corporation may be organized pursuant to the Virginia Stock Corporation Act, exclusive of those special kinds of business set forth in Section 13.1-620 of the Virginia Stock Corporation Act, are as follows:

Operation of an addiction treatment center.

Article 8: Shareholders shall be entitled as a matter of right to a preemptive right, for a period of thirty days, to subscribe for, purchase or receive any shares of the corporation which it may issue or sell, whether out of the number of shares authorized by these Articles of Incorporation or by amendment thereof, or out of the shares of the corporation acquired by it after the issuance thereof, any shareholder shall be entitled as a matter of right to purchase or subscribe for or receive any bonds, debentures, or other obligations which the corporation may issue or sell that shall be convertible into or exchangeable for shares, or to which shall be

attached or shall appertain to any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the corporation any shares of any class or classes; and after the expiration of said thirty days, any and all of such shares, rights, bonds, debentures or other obligations which the corporation may have issued, reissued, transferred, or granted by the Board of Directors, as the case may be, to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine.

Article 9: The corporation shall, to the fullest extent legally permissible under the provisions of the Virginia Stock Corporation Act, as the same may be amended and supplemented, shall indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

Dated on this 8^th day of March, 2002.

/s/ Melissa J. Hogan

Melissa J. Hogan, incorporator

-2-

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

March 8, 2002

The State Corporation Commission has found the accompanying articles submitted on behalf of Virginia Treatment Center, Inc. to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF INCORPORATION be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective March 8, 2002.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By:	/s/ Illegible
	Commissioner

EX-3.2.46

Exhibit 3.2.46

CHARTER OF

VOLUNTEER TREATMENT CENTER, INC.

The undersigned natural person under the Tennessee business Corporation Act adopts the following charter for the above listed corporation:

1. The name of the corporation is volunteer Treatment Center, Inc.

2. The number of shares of stock the corporation is authorized to issue is two-thousand (2,000) shares, which shall all be of the same class to be designated common stock, which shares shall all have the same right, and shall be without par value.

3.     (a) The complete address of the corporation’s initial registered office in Tennessee is:

2347 Rossville Boulevard

Chattanooga, Tennessee 37408

County of Hamilton

(b) The name of the initial registered agent and his complete address is:

Jack Randle

2347 Rossville Boulevard

Chattanooga, Tennessee 37408

County of Hamilton

4. The name and complete address of the incorporators:

W. Gerald Tidwell, Jr.

736 Georgia Avenue

Dome Building – Suite 600

Chattanooga, TN 37402

(615) 266-8511

5. The complete address of the corporation’s principal office is 2347 Rossville Boulevard, Chattanooga, Tennessee, U.S.A.

6. The corporation is for profit.

7. The corporation is being formed for the purpose of operating a non-residential treatment center for persons addicted to drugs.

(a) to operate and manage said business for its lawful purpose; to contract debts, to borrow money, to issue, sell and pledge bonds, notes and any other evidences of indebtedness and to execute such mortgages, transfers of corporate property, or other instruments, to secure the payments of corporate indebtedness as required; to invest funds in real estate, mortgages, stocks and bonds, or any other type of investments; to purchase assets of, merge with or consolidate with any other corporation; to redeem, purchase, retain, sell or transfer capital stock; to engage in all financial planning and organization necessary to accomplish the above purposes including the management of said business; and to engage in any and all lawful activities pertinent to this purpose.

(b) The duration of the corporation is perpetual.

(c) The corporation shall not commence business until consideration in the amount of not less than One-Thousand Five Hundred Dollars (1,500.00) has been received for the issuance of shares.

This the 10^th day of Nov., 1992

/s/ W. GERALD TIDWELL, JR.

W. GERALD TIDWELL, JR.

Incorporator

CORPORATION ANNUAL REPORT STATE OF TENNESSEE SECRETARY OF STATE SUITE 1800, JAMES K. POLK BUILDING NASHVILLE, TN. 37243-0306 AMOUNT DUE - $20.00
CURRENT FISCAL YEAR CLOSING MONTH: 12	IF DIFFERENT,	THIS REPORT IS DUE ON OR BEFORE 04/01/00
CORRECT MONTH IS:
(1) SECRETARY OF STATE CONTROL NUMBER: 0259260	OR FEDERAL EMPLOYER IDENTIFICATION NUMBER: 62-1514921
(2A.) NAME AND MAILING ADDRESS OF CORPORATION: VOLUNTEER TREATMENT CENTER, INC. 2347 ROSSVILLEBLVD. CHATTANOOGA, TN 37408 D             11/13/1992 FOR PROFIT		(2B.) STATE OR COUNTRY OF INCORPORATION:
		TENNESSEE
		(2C.) ADD OR CHANGE MAILING ADDRESS: P.O. Box 289 ST. Helena, SC 29920
(3)    A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE: 2347 ROSSVILLEBLVD, CHATTANOOGA, TN 37408 B. CHANGE OF PRINICIPAL ADDRESS:

	STREET	CITY	STATE	ZIP CODE +4
* * BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED * *

(4) A. NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

	TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
	PRESIDENT	Patricia Lewin	P.O. Box 280	St. Helena, SC 29920
	SECRETARY	Charles Carson	One Corporate Square #215	Atlanta, GA 30329
B.     BOARD OF DIRECTOR (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY OR LISTED BELOW:    x  SAME AS ABOVE    ¨  NONE
		NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4

(5) A.  NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

      JACK RANDLE

B.  REGISTERED ADDRESS AS APPEARING ON SECRETARY OF STATE RECORDS:

      2347 ROSSVILLE BLVD., CHATTANOOGA, TN 37408

(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE

(BLOCK 5A AND/OR 5B). THERE IS AN ADDITIONAL          REQUIRED FOR CHANGES MADE TO THIS INFORMATION.

A.	CHANGE OF REGISTERED AGENT:	Helen Hooper
B.	CHANGE OF REGISTERED OFFICE:

STREET	CITY	STATE	ZIP CODE +4	COUNTY
SAA		TN

(7)    A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT

CORPORATION AS INDICATED:	IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX:	¨ PUBLIC
		¨ MUTUAL

        B.   IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE INDICATED. ¨        RELIGIOUS

(8) SIGNATURE	(9) DATE
/S/ Patricia Lewin	3/29/00
(10) TYPE PRINT NAME OF SIGNER:	(11) TITLE OF SIGNER:
Patricia Lewis	President

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

Annual Report Filing Fee Due: $20, If no changes are made in block #6 to the registered agent/office, or $40, If any changes are made in block #6 to the registered agent/office			Please return completed form to: TENNESSEE SECETARY OF STATE Attn: Annual Report 312 Eight Ave. N, 6th Floor William R. Snodgrass Tower Nashville, TN. 37243
CURRENT FISCAL YEAR CLOSING MONTH: 12	IF DIFFERENT,     ____________	THIS REPORT IS DUE ON OR BEFORE 04/01/02
CORRECT MONTH IS:
(1) SECRETARY OF STATE CONTROL NUMBER: 025960	OR FEDERAL EMPLOYER IDENTIFICATION NUMBER: 62-1514921
(2A.) NAME AND MAILING ADDRESS OF CORPORATION: VOLUNTEER TREATMENT CENTER, INC. 618 CHURCH ST SUITE 510 NASHVILLE, TN 37219 D             11/13/1992 FOR PROFIT		(2B.) STATE OR COUNTRY OF INCORPORATION:
		TENNESSEE
		(2C.) ADD OR CHANGE MAILING ADDRESS:
(3)    A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE: 2347 ROSSVILLEBLVD, CHATTANOOGA, TN 37408 B. CHANGE OF PRINICIPAL ADDRESS:

STREET CITY STATE ZIP CODE +4

(4) A. NAME AND BUSINESS ADDRESS, INCLDUING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

	TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
	PRESIDENT	David Grass	618 Church St., Ste 310	Nashville, TN 37219
	SECRETARY	Patty Chadwick	same	same
(5)    BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY OR LISTED BELOW:    x  SAME AS ABOVE    ¨  NONE
		NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
		David Boutwell	One Riverchase Pkwy South	Birmingham, AL 35244
		Beth Weatherford	same	same

(6) A.  NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

      HELEN HOPPER

B.  REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:

      2347 ROSSVILLE BLVD., CHATTANOOGA, TN 37408

C.  INDICATED BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE.

(i)	CHANGE OF REGISTERED AGENT:	Holly Gritton
(ii)	CHANGE OF REGISTERED OFFICE:

STREET	CITY	STATE	ZIP CODE +4	COUNTY
		TN

(7)    A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT

CORPORATION AS INDICATED:	IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX:	¨ PUBLIC
		¨ MUTUAL

        B.   IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX IF BLANK. ¨        RELIGIOUS

(8) SIGNATURE	(9) DATE
/S/ Susan Jungling	3/28/02
(10) TYPE PRINT NAME OF SIGNER:	(11) TITLE OF SIGNER:
Susan Jungling	Accounting Manager

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

Annual Report Filing Fee Due: $20, If no changes are made in block #6 to the registered agent/office, or $40, If any changes are made in block #6 to the registered agent/office			Please return completed form to: TENNESSEE SECETARY OF STATE Attn: Annual Report 312 Eight Ave. N, 6th Floor William R. Snodgrass Tower Nashville, TN. 37243
CURRENT FISCAL YEAR CLOSING MONTH: 12	IF DIFFERENT,     ____________	THIS REPORT IS DUE ON OR BEFORE 04/01/05
CORRECT MONTH IS:
(1) SECRETARY OF STATE CONTROL NUMBER: 0259260	OR FEDERAL EMPLOYER IDENTIFICATION NUMBER: 62-1514921
(2A.) NAME AND MAILING ADDRESS OF CORPORATION: VOLUNTEER TREATMENT CENTER, INC. 6185 PASEO DEL NORTE SUITE 150 CARLSBAD, CA 92009 D             11/13/1992 FOR PROFIT		(2B.) STATE OR COUNTRY OF INCORPORATION:
		TENNESSEE
		(2C.) ADD OR CHANGE MAILING ADDRESS:
(3)    A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE: 2347 ROSSVILLEBLVD, CHATTANOOGA, TN 37408 B. CHANGE OF PRINICIPAL ADDRESS:

STREET CITY STATE ZIP CODE +4

(4) A. NAME AND BUSINESS ADDRESS, INCLDUING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

	TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
	PRESIDENT	Phillip L. Herschman	6185 Paseo Del Norte #150	Carlsbad, Ca. 92009
	SECRETARY	Kevin Hogge	105 N. Bascom, 2nd Flr	San Jose, Ca. 95128
(5)    BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY OR LISTED BELOW:    x  SAME AS ABOVE    ¨  NONE
		NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE +4
		Kathleen Sylvia	105 N. Bascom, 2nd Flor	San Jose, Ca. 95128
		Beth Weatherford	same	same

(6) A.  NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:

      NATIONAL REGISTERED AGENTS INC.

B.  REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:

      1900 CHURCH STREET, SUITE 400, NASHVILLE, TN 37203

C.  INDICATED BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE.

(i)	CHANGE OF REGISTERED AGENT:
(ii)	CHANGE OF REGISTERED OFFICE:

(7)    A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT

CORPORATION AS INDICATED:	IF BLANK OR INCORRECT, PLEASE CHECK APPROPRIATE BOX:	¨ PUBLIC
		¨ MUTUAL

        B.   IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX IF BLANK ¨        RELIGIOUS

(8) SIGNATURE	(9) DATE
/S/ Philip L. Herschman	2/11/05
(10) TYPE PRINT NAME OF SIGNER:	(11) TITLE OF SIGNER:
Philip L. Herschman	President

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

State of Tennessee		For Office Use Only
Department of State Corporate Filings 6th Floor, William R. Snodgrass Tower Nashville, TN 37243	CHANGE OF REGISTERED AGENT OFFICE (BY CORPORATION)

Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act of Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1. The name of the corporation is Volunteer Treatment Center

2. The street address of its current registered office is 2347 Rossville Blvd.

Chattanooga, TN 37408

3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the county in which the office is located is 1900 Church Street, Suite 400

4. The name of the current registered agent is Holly Gritton

5. If the current registered agent is to be changed, the name of the new registered agent is

National Registered Agents, Inc.

6. After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

7/11/02	Volunteer Treatment Center
Signature Date	Name of Corporation
CFO	/S/ Patty Chadwick
Signature Date	Signature
	Patty Chadwick
	Name (typed or printed)

EX-3.2.47

Exhibit 3.2.47

ARTICLES OF INCORPORATION

OF

WCHS OF COLORADO (G), INC.

FIRST. The name the corporation is

WCHS OF COLORADO (G), INC.

SECOND. Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada 89501. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

THIRD. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign. and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

FOURTH. The amount of the total authorized capital stock of the corporation is One Million Dollars ($1,000,000) consisting of One Million (1,000,000) shares of stock of the par value of One Dollar ($1.00) each.

FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall provided by the bylaws of this corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than. three (3) but not less than the number of stockholders.

The initial number of stockholders shall be two (2).

The names and post-office addresses of the first board of directors, which shall be two (2) in number, are as follows:

Jerry J. Gumpel	2470 “E” Street
	San Diego, CA 92102
Galen E. Rogers	10384 El Capitan Real Road
	El Cajon, CA

SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in full and shall not be subject to assessment to pay the debts of the corporation.

SEVENTH. The name and post-office address of the incorporator signing the articles of incorporation is as follows:

Jerry J. Gumpel	2470 “E” Street
	San Diego, CA 92102

EIGHTH. The corporation is to have perpetual existence.

NINTH. In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

(a) Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

(b) To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorized and cause to be executed mortgages and liens upon the real and personal property of this corporation.

-2-

(c) By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

(d) When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders’ meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease, or exchange all of the property and assets of the corporation, including its goodwill and its corporation franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH. Meetings of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provisions contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ELEVENTH. This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

-3-

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hands this      day of March, 1987.

/s/ Jerry J. Gumpel

JERRY J. GUMPEL

State of California

County of San Diego

On this      day of March, 1987, before me, a Notary Public, personally appeared JERRY J. GUMPEL, who acknowledged that he executed the above instrument.

/s/ Paula Bayard

NOTARY PUBLIC

Paula Bayard

-4-

EX-3.2.48

Exhibit 3.2.48

ARTICLES OF INCORPORATION

OF

WCHS, INC.

I.

The name of this corporation is WCHS, INC.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in this state of this corporation’s initial agent for service of process is Jerry J. Gumpel, 701 “B” Street, Suite 625, San Diego, California 92101.

IV.

The total number of shares which the corporation is authorized to issue is one million (1,000,000).

V.

The corporation is authorized to indemnify its agents to the fullest extent permissible under California law. For purposes of this provision, the term “agent” has the meaning set forth from time to tune in Section 317 of the California Corporations Code.

DATED: February 16, 1995

/s/ Robin F. Lake

Robins F. Lake, Incorporator

The undersigned declares that the undersigned has executed these Articles of Incorporation, and that this instrument is the act and deed of the undersigned.

/s/ Robin F. Lake

Robins F. Lake, Incorporator

EX-3.2.49

Exhibit 3.2.49

KEN HECHLER Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS   [Seal]           WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL # 3 6 9 6 2

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.      The name of the West Virginia corporation shall be:
[The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Wheeling Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.      The physical address (not a PO box) of the principal office of the corporation will be:	Street:	Falls School Business Center 1130 8th Avenue South, Suite 308
located in the County of:	City/State/Zip:	Nashville, Tennessee 37203
	County:	Davidson County
The mailing address of the above location, if different, will be:	Street/Box:
	City/State/Zip:
3.      The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:	Street: City/State/Zip: County:	2157 Greenbrier Street Charleston WV 25311 Kanawha County
located in the County of:	Street/Box:
The mailing address of the above location, if different, will be:	City/State/Zip:
4.      The name and address of the person to whom notice of process may be sent is:	Name: Street: City/State/Zip:	Corporation Service Company 1600 Laidley Tower Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $ 25,000.

The capital stock will be divided in 1,000 shares at the par value of $ no par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 5/99

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable): [Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Bradley J. Fauss	Alston & Bird LLP	-0-
	1201 West Peachtree Street
	Atlanta, Georgia 30309-3424

11. The number of directors constituting the initial board of directors of the corporation is 2 , and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 11/17/00 Signatures: /s/ Bradley J. Fauss

STATE OF WEST VIRGINIA, COUNTY OF FULTON;
I, Jan R. Ezell, a Notary Public, hereby certify that Bradley J. Fauss, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires 8/7/2001	/s/ Jan R. Ezell	,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

WHEELING TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
Davis R. Gnass	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203
Karen Krumeich	c/o National Specialty Clinics, Inc. Falls School Business Center 1130 8th Avenue South Suite 308	Nashville, Tennessee 37203

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

Davis R. Gnass, President and Chief Executive Officer

Karen Krumeich, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.50

Exhibit 3.2.50

Microfilm Number	Filed with the Department of State on DEC 05 1997
Entity Number 2787852	/s/ Illegible
	Secretary of the Commonwealth

ARTICLES OF INCORPORATION FOR PROFIT

OF

WHITE DEER REALTY ACQUISITION CORP.

Name of Corporation

A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

x	Business-stock (15 Pa. C.S. § 1306)	¨	Management (15 Pa. C.S. § 2702)
¨	Business-nonstock (15 Pa. C.S. § 2102)	¨	Professional (15 Pa. C.S. § 2903)
¨	Business-statutory close (15 Pa. C.S. § 2303)	¨	Insurance (15 Pa. C.S. § 3101)
¨  Cooperative (15 Pa. C.S. § 7102)

DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Rev. § 1)

In compliance with the requirements of the applicable provisions of 15 Pa. C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that:

1. The name of the corporation is: White Deer Realty Acquisition Corp.

2. The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	517 Brook Drive	Lewisburg	PA	17837	Union
	Number and Street	City	State	Zip	County

(b)	c/o:
		Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized is: 100 (other provisions, if any, attach a 8 ¹/2 x 11 sheet).

5. The name and address, including number and street, if any, of each incorporator is:

Name	Address
Steve Wicke	517 Brock Drive, Lewisburg, PA 17837

6.	The specified effective date, if any, is:
		month            day                 year                     hour, if any

7. Additional provisions of the articles, if any, attach an 8 ¹/2 x 11 sheet.

8. Statutory class corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C. § 77 et. seq.).

9. Cooperative corporations only: (Complete and strike out inapplicable term). The common bond of membership among its members/shareholders is:

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 4^th day of December, 1997.

(Signature) (Signature)

-2-

Microfilm Number	Filed with the Department of State on DEC 31 1997
Entity Number 2787852	/s/ Illegible
	Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

DSC8:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa. C.S. § 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: White Deer Realty Acquisition Corp.

2. (Check and complete one of the following):

x The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	517 Brook Drive,	Lewisburg,	PA	17837	Union
	Number and Street	City	State	Zip	County

(b)c/o:
	Name and Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a qualified foreign business corporation incorporated under the laws of and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of              and the address of its principal office under the laws of such domiciliary jurisdiction is :

Number and Street City State Zip County

-3-

3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

Name of Corporation	Address of Registered Office or Name of Commercial Registered Office Provider	County
White Deer Realty, Ltd.	800 N. Second Street Suite 100 Harrisburg, PA 17102	Dauphin

-4-

DSCB:15-1926(Rev 90)-2

4. (Check, and if appropriate complete, one of the following):

¨ The plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

x	The plan of merger shall be effective on December 31, 1997 at 9:00 A.M.
	Date                     Hour

5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of corporation	Manner of adoption
White Deer Realty Acquisition Corp.	Adopted by the directors and the shareholders Pursuant to 15 Pa. C.S. Section 1924(a)

6. (Strike out this paragraph if no foreign corporation is a party to the merger). The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign business corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated.

7. (Check, and if appropriate complete, one of the following):

x The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

¨ Pursuant to 15 Pa C.S. § 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street City State Zip

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 31^st day of December, 1997.

White Deer Realty Acquisition Corp.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	President
White Deer Realty, Ltd.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	President

-5-

EXHIBIT A

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER, dated December 31, 1997, is by and between WHITE DEER REALTY, LTD., a Delaware corporation having its registered office at 15 East North Street in the City of Dover, County of Kent, Delaware and WHITE DEER REALTY ACQUISITION CORP., a Pennsylvania corporation having its registered office at 517 Brook Drive, Lewisburg, Pennsylvania (“Parent”). In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, Parent and Subsidiary hereby agree as follows:

1. Background. The aggregate number of shares of stock that Subsidiary is authorized to issue is 200 common shares of no par value, of which 200 shares are issued and outstanding. Parent owns of record and beneficially all the 200 issued and outstanding shares of Subsidiary’s common stock. The Boards of Directors of Parent and of Subsidiary deem it desirable and for the benefit of both corporations that the properties, businesses, assets and liabilities of Parent and Subsidiary be combined into one (1) surviving corporation (which shall be Parent), pursuant to Section 1924(a) of the Pennsylvania Business Corporation Law and pursuant to Section 8-252(a) of the General Corporation Law of the State of Delaware, and that the combination of Parent and Subsidiary constitute a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

2. Merger. Parent hereby mergers Subsidiary into itself, and Subsidiary shall be and hereby is merged into Parent (the “Merger”). Parent shall be the surviving corporation and shall continue to exist as a domestic corporation under the laws of the Commonwealth of Pennsylvania with all of the rights and obligations of such surviving domestic corporation as are provided by the Pennsylvania Business Corporation Law. Upon the Merger’s Effective Time (as hereinafter defined), Subsidiary shall cease to exist and its assets and liabilities shall become the assets and liabilities of Parent as the surviving corporation.

-6-

3. Articles of Incorporation; Bylaws. Parent’s Articles of Incorporation and Bylaws shall continue as the Articles of Incorporation and Bylaws of the surviving corporation.

4. Directors. Parent’s Directors shall be the Directors of the surviving corporation until their successors are duly elected and qualified under the surviving corporation’s Bylaws.

5. Shares of Parent. Each share of stock of Parent outstanding at the Merger’s Effective Time shall remain, without further action, one (1) share of the surviving corporation’s stock without the issuance or exchange of new shares or share certificates.

6. Cancellation of Subsidiary Shares. All Subsidiary’s authorized and outstanding shares of stock and all rights in respect thereof, shall be canceled forthwith upon the Merger’s Effective Time, and the certificates representing the shares shall be surrendered and canceled.

7. Name Change. Upon the Merger’s Effective Time, Parent’s Articles of Incorporation shall be deemed amended to change Parent’s name to “White Deer Realty, Ltd.”.

8. Approval. Parent’s Board of Directors and Parent’s shareholders, and Subsidiary’s Board of Directors and Subsidiary’s shareholders, have unanimously approved the Merger.

9. Abandonment. Notwithstanding any provision of this Plan to the contrary, Parent, at any time before the Merger’s Effective Time, and for any reason or for no reason, shall have the power and authority to abandon and refrain from making effective the contemplated Merger as set forth herein, in which event, this Plan shall be canceled and become null and void.

10. Effective Time. The Merger’s Effective Time shall be 9:00 a.m. Eastern Standard Time on December 31, 1997.

IN WITNESS WHEREOF, Parent and Subsidiary have caused this Plan to be executed by their duly authorized officers this 31^st day of December, 1997.

ATTEST:		WHITE DEER REALTY, LTD.
/s/ Illegible		By:	/s/ Illegible
Title:	Secretary	Title:	President

-7-

(Corporate Seal)
ATTEST:		WHITE DEER REALTY, LTD.
/s/ Illegible		By:	/s/ Illegible
Title:	Secretary	Title:	President
(Corporate Seal)

-8-

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa. C.S.)

Entity Number	¨	Domestic Business Corporation (§ 1507)
	¨	Foreign Business Corporation (§ 4144)
2787852	¨	Domestic Nonprofit Corporation (§ 5507)
	¨	Foreign Nonprofit Corporation (§ 6144)
	x	Domestic Limited Partnership (§ 8506)

Name			Document will be returned to the name and address you enter to the left.
Corporation Service Company
Address			Ü
City	State	Zip Code

Fee: $52

Filed in the Department of State on AUG 18 2003

/s/ Illegible

Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name is:

WHITE DEER REALTY, LTD.

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and street City State Zip County

517 Brook Dr., Lewisburg, PA	Union
(b) Name of Commercial Registered Office Provider	County

c/o:

3. Complete part (a) or (b):

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

Number and street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by:

Corporation Service Company	Dauphin
Name of Commercial Registered Office Provider	County

4. Strike out if a limited partnership:

Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this 15^th day of August, 2003.

WHITE DEER REALTY, LTD.

Name of Corporation/Limited Partnership

/s/ Patricia Pizzuto

Patricia Pizzuto, Attorney in Fact

Title

-10-

EX-3.2.51

Exhibit 3.2.51

Microfilm Number	Filed with the Department of State on APR 13 1992
Entity Number 2085909	/s/ Illegible
	Secretary of the Commonwealth

ARTICLES OF INCORPORATION

DSCB:15-1308 (Rev § 9)

Indicate type of domestic corporation (check one):

x	Business-stock (15 Pa. C.S. § 1306)	¨	Professional (15 Pa. C.S. § 2903)
¨	Business-nonstock (15 Pa. C.S. § 2102)	¨	Management (15 Pa. C.S. § 2701)
¨	Business-statutory close (15 Pa. C.S. § 2304a is applicable)	¨	Cooperative (15 Pa. C.S. § 7701)

1. The name of the corporation is : WHITE DEER RUN, INC.

This corporation is incorporated under the provisions of the Business Corporation Law of 1988.

2. The address of this corporation’s initial (a) registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is:

(a) c/o XL CORPORATE SERVICES, INC.

800 North Second Street,	Harrisburg,	PA	17102,	Dauphin County
Number and Street	City	State	Zip	County

(b)
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

1,000 shares of common stock,

The aggregate number of shares authorized is: no par value (other provisions, if any, attach 8 ¹/2 x 11 sheet).

The name and address, including number and street, if any, of each incorporator is:

Name	Address	Signature	Date
XL CORPORATE SERVICES, INC.	800 N. Second Street	/s/ Illegible	4/13/92
	Harrisburg, PA 17102

The specified effective date, if any, is:
	month	day	year	hour, if any

Any additional provisions of the articles, if any, attach an 8 ¹/2 x 11 sheet.

Statutory class corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “Public Offering” within the meaning of the Securities Act of 1933 (15 U.S.C. § 77A et. seq.).

Business cooperative corporations only: (Complete and strike out inapplicable term). The common bond of membership among its members/shareholders is:                                                          

Microfilm Number	Filed with the Department of State on DEC 31 1997
Entity Number 2C85909	/s/ Illegible
	Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

DSC8:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa. C.S. § 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: White Deer Run, Inc.

2. (Check and complete one of the following):

x The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	800 North Second Street,	Harrisburg	PA	17102	Dauphin
	Number and Street	City	State	Zip	County

(b) c/o:	XL Corporate Services, Inc.	Union
	Name and Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a qualified foreign business corporation incorporated under the laws of              and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of              and the address of its principal office under the laws of such domiciliary jurisdiction is :

Number and Street City State Zip County

3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

Name of Corporation	Address of Registered Office or Name of Commercial Registered Office Provider	County
White Deer Acquisition Corp.	517 Brook Drive	Union
	Lewisburg, PA 17837

DSCB: 15-1926 (rev. 90)-2

4. (Check, and if appropriate complete, one of the following):

¨ The plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

x The plan of merger shall be effective on December 31, 1997 at 9:00 a.m.

                                                     Date                         Hour

5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of corporation	Manner of adoption
White Deer Acquisition Corp.	Adopted by the directors and the shareholders pursuant to 15 Pa. C.S. Section 1924(a)
White Deer Run, Inc.	Adopted by the directors and the shareholders Pursuant to 15 Pa. C.S. Section 1924(a)

6. (Strike out this paragraph if no foreign corporation is a party to the merger). The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign business corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated.

7. (Check, and if appropriate complete, one of the following):

x The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

¨ Pursuant to 15 Pa C.S. § 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street City State Zip

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 31^st day of December, 1997.

White Deer Acquisition Corp.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	PRES.
White Deer Run, Inc.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	PRES.

EXHIBIT A

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER, dated December 31, 1997, is by and between WHITE DEER RUN, INC., a Pennsylvania corporation having its registered office at c/o XL Corporate Services, Inc., 800 North Second Street, Harrisburg, Pennsylvania (“Subsidiary”), and WHITE DEER ACQUISITION CORP., a Pennsylvania corporation having its registered office at 517 Brook Drive, Lewisburg, Pennsylvania (“Parent”). In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, Parent and Subsidiary hereby agree as follows:

1. Background. The aggregate number of shares of stock that Subsidiary is authorized to issue is 1,000 common shares of no par value, of which 1,000 shares are issued and outstanding. Parent owns of record and beneficially all the 1,000 issued and outstanding shares of Subsidiary’s common stock. The Boards of Directors of Parent and of Subsidiary deem it desirable and for the benefit of both corporations that the properties, businesses, assets and liabilities of Parent and Subsidiary be combined into one (1) surviving corporation (which shall be Subsidiary), pursuant to Section 1924(a) of the Pennsylvania Business Corporation Law, and that the combination of Parent and Subsidiary constitute a tax-free reorganization within the meaning of Section 368(a)(i)(A) of the Internal Revenue Code of 1986, as amended.

2. Merger. Subsidiary hereby mergers Parent into itself, and Parent shall be and hereby is merged into Subsidiary (the “Merger”). Subsidiary shall be the surviving corporation and shall continue to exist as a domestic corporation under the laws of the Commonwealth of Pennsylvania with all of the rights and obligations of such surviving domestic corporation as are provided by the Pennsylvania Business Corporation Law. Upon the Merger’s Effective Time (as hereinafter defined), Parent shall cease to exist and its assets and liabilities shall become the assets and liabilities of Subsidiary as the surviving corporation.

3. Articles of Incorporation; Bylaws. Subsidiary’s Articles of Incorporation and Bylaws shall continue as the Articles of Incorporation and Bylaws of the surviving corporation.

4. Directors. Subsidiary’s Directors shall be the Directors of the surviving corporation until their successors are duly elected and qualified under the surviving corporation’s Bylaws.

5. Shares of Subsidiary. Each share of stock of Subsidiary outstanding at the Merger’s Effective Time shall remain, without further action, one (1) share of the surviving corporation’s stock without the issuance or exchange of new shares or share certificates.

6. Cancellation of Parent Shares. All Parent’s authorized and outstanding shares of stock and all rights in respect thereof, shall be canceled forthwith upon the Merger’s Effective Time, and the certificates representing the shares shall be surrendered and canceled.

-2-

7. Registered Address Change. Upon the Merger’s Effective Time, Subsidiary’s Articles of Incorporation shall be deemed amended to change Subsidiary’s registered office to 517 Brook Drive, Lewisburg, Pennsylvania.

8. Approval. Parent’s Board of Directors and Parent’s shareholders, and Subsidiary’s Board of Directors and Subsidiary’s shareholders, have unanimously approved the Merger.

9. Abandonment. Notwithstanding any provision of this Plan to the contrary, Parent, at any time before the Merger’s Effective Time, and for any reason or for no reason, shall have the power and authority to abandon and refrain from making effective the contemplated Merger as set forth herein, in which event, this Plan shall be canceled and become null and void.

10. Effective Time. The Merger’s Effective Time shall be 9:00 a.m. Eastern Standard Time on December 31, 1997.

IN WITNESS WHEREOF, Parent and Subsidiary have caused this Plan to be executed by their duly authorized officers this 31^st day of December, 1997.

ATTEST:		WHITE DEER RUN, INC.
/s/ Illegible		By:	/s/ Illegible
Title:	SEC	Title:	PRES.
(Corporate Seal)

-3-

ATTEST:		WHITE DEER ACQUISITION CORP.
/s/ Illegible		By:	/s/ Illegible
Title:	SEC	Title:	PRES.
(Corporate Seal)

-4-

Microfilm Number	Filed with the Department of State on JAN 30 2001
Entity Number 2085909	/s/ Illegible
	Secretary of the Commonwealth

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION

DSCB:15-1926 (Rev 90)

In compliance with the requirements of 15 Pa. C.S. § 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1. The name of the corporation surviving the merger is: WHITE DEER RUN, INC.

2. (Check and complete one of the following):

x The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	517 Brook Drive	Lewisburg	PA	17837	Dauphin
	Number and Street	City	State	Zip	County

(b) c/o:
	Name and Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a qualified foreign business corporation incorporated under the laws of              and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

¨ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of              and the address of its principal office under the laws of such domiciliary jurisdiction is :

Number and Street City State Zip County

3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:

Name of Corporation	Address of Registered Office or Name of Commercial Registered Office Provider	County
White Deer Management Group, Inc.	Devitt Camp Road, Allenwood, PA 17810	Union

DSCB:15-1926(Rev 90)-2

4. (Check, and if appropriate complete, one of the following):

¨ The plan of merger shall be effective upon filing these Articles of Merger in the Department of State.

x The plan of merger shall be effective on January 31, 2001 at 9:00 A.M.

                                                 Date                             Hour

5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name of corporation	Manner of adoption
White Deer Run, Inc.	Adopted by the Directors and the Shareholders pursuant to 15 Pa. C.S. Section 1924(a)
White Deer Management Group, Inc.	Adopted by the Directors and the Shareholders pursuant to 15 Pa. C.S. Section 1924(a)

6. (Strike out this paragraph if no foreign corporation is a party to the merger).

7. (Check, and if appropriate complete, one of the following):

x The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

¨ Pursuant to 15 Pa C.S. § 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is:

Number and Street City State Zip

IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 29^TH day of January, 2001.

WHITE DEER MANAGEMENT GROUP, INC.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	President
WHITE DEER RUN, INC.
(Name of Corporation)
BY:	/s/ Illegible
	(Signature)
TITLE:	President

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER, dated as of January 29, 2001, is by and between WHITE DEER MANAGEMENT GROUP, INC., a Pennsylvania corporation having its registered office at Devitt Camp Road, Allenwood, Pennsylvania (“Subsidiary”), and WHITE DEER RUN, INC., a Pennsylvania corporation having its registered office at 517 Brook Drive, Lewisburg, Pennsylvania (“Parent”). In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, Parent and Subsidiary hereby agree as follows:

1. Background. The aggregate number of shares of stock that Subsidiary is authorized to issue is one hundred (100) common shares of no par value, of which one (1) share is issued and outstanding. Parent owns of record and beneficially the one (1) issued and outstanding share of Subsidiary’s common stock. The Boards of Directors of Parent and of Subsidiary deem it desirable and for the benefit of both corporations that the properties, businesses, assets and liabilities of Parent and Subsidiary be combined into one (1) surviving corporation (which shall be Parent), pursuant to Section 1924(a) of the Pennsylvania Business Corporation Law, and that the combination of Parent and Subsidiary constitute a tax-free reorganization within the meaning of Section 368(a)(i)(A) of the Internal Revenue Code of 1986, as amended.

2. Merger. At the Effective Time (as defined in Section 10 below) in accordance with the applicable laws of the Commonwealth of Pennsylvania, Subsidiary shall be merged into Parent (the “Merger”). Parent shall be the surviving corporation and shall continue to exist as a domestic business corporation under the laws of the Commonwealth of Pennsylvania with all of the rights and obligations of such surviving domestic corporation as are provided by the Pennsylvania Business Corporation Law. Upon the Merger’s Effective Time, Subsidiary shall cease to exist and all of its assets and all of its liabilities, obligations and debts arising before the Effective Time shall become the assets and liabilities, obligations and debt of Parent as the surviving corporation.

3. Articles of Incorporation; Bylaws. Parent’s Articles of Incorporation and Bylaws shall continue as the Articles of Incorporation and Bylaws of the surviving corporation.

4. Directors and Officers. Parent’s Directors and Officers shall be the Directors and Officers of the surviving corporation until their successors are duly elected and qualified under the surviving corporation’s Bylaws.

5. Shares of Parent. Each share of stock of Parent outstanding at the Merger’s Effective Time shall remain, without further action, one (1) share of the surviving corporation’s stock without the issuance or exchange of new shares or share certificates.

6. Cancellation of Subsidiary Shares. All of Subsidiary’s authorized and outstanding shares of stock and all rights in respect thereof shall be canceled forthwith upon the Merger’s Effective Time, and the certificates representing the shares shall be surrendered and canceled.

7. Property Rights. At the Effective Time, all of the right, title and interest of Subsidiary in and to all of its assets (real, personal and mixed) and all of Subsidiary’s rights, privileges, powers and franchises shall be vested in Parent, and Parent shall assume all of the liabilities of Subsidiary, all by operation of law and without further act.

8. Approval. Parent’s Board of Directors and Parent’s shareholders, and Subsidiary’s Board of Directors and Subsidiary’s shareholder, have unanimously approved the Merger.

9. Abandonment. Notwithstanding any provision of this Plan to the contrary, Parent, at any time before the Merger’s Effective Time, and for any reason or for no reason, shall have the power and authority to abandon and refrain from making effective the contemplated Merger as set forth herein, in which event, this Plan shall be canceled and become null and void.

10. Effective Time. The Merger’s Effective Time shall be 9:00 a.m. Eastern Standard Time on January 31, 2001.

11. Further Assurances. From and after approval and adoption hereof on behalf of the corporation parties hereto, each corporation party hereto will cause to be executed and filed any and all regulatory and other filings or documents required to be executed or filed by it to effect the Merger.

-2-

IN WITNESS WHEREOF, Parent and Subsidiary have caused this Plan to be executed by their duly authorized officers this 29th day of January, 2002.

ATTEST:		WHITE DEER RUN, INC.
/s/ Illegible		By:	/s/ Illegible
Title:	SEC	Title:	President
(Corporate Seal)
ATTEST:		WHITE DEER MANAGEMENT GROUP, INC.
/s/ Illegible		By:	/s/ Illegible
Title:	SEC	Title:	President
(Corporate Seal)

-3-

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa. C.S.)

Entity Number	x	Domestic Business Corporation (§ 1507)
	¨	Foreign Business Corporation (§ 4144)
2085909	¨	Domestic Nonprofit Corporation (§ 5507)
	¨	Foreign Nonprofit Corporation (§ 6144)
	¨	Domestic Limited Partnership (§ 8506)

Name			Document will be returned to the name and address you enter to the left.
Corporation Service Company
Address			Ü
City	State	Zip Code

Fee: $52

Fee: $52

Filed in the Department of State on AUG 18 2003

/s/ Illegible

Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name is:

WHITE DEER RUN, INC.

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	Number and street	City	State	Zip	County
517 Brook Dr., Lewisburg, PA 17837					Union
(b)	Name of Commercial Registered Office Provider				County

c/o:  

3. Complete part (a) or (b):

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

Number and street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by:

c/o: Corporation Service Company	Dauphin
Name of Commercial Registered Office Provider	County

DSCB: 15-1507/4144/5507/6144/8506-2

4. Strike out if a limited partnership:

Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this 15^th day of August, 2003.

WHITE DEER RUN, INC.

Name of Corporation/Limited Partnership

/s/ Patricia Pizzuto

Patricia Pizzuto, Attorney in Fact

                        Title

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa. C.S.)

Entity Number	x	Domestic Business Corporation (§ 1507)
	¨	Foreign Business Corporation (§ 4144)
2085909	¨	Domestic Nonprofit Corporation (§ 5507)
	¨	Foreign Nonprofit Corporation (§ 6144)
	¨	Domestic Limited Partnership (§ 8506)

Name			Document will be returned to the name and address you enter to the left.
Paul J. Hagan                     c/o Charles Baclet and Associates, Inc.
Address			Ü
2030 Main Street, Suite 1030
City	State	Zip Code
Irvine, CA 92614

Fee: $52

Filed in the Department of State on APR - 4 2005

/s/ Illegible

Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name is:

WHITE DEER RUN, INC.

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	Number and street	City	State	Zip	County
(b)	Name of Commercial Registered Office Provider				County

c/o: Corporation Service Company

3. Complete part (a) or (b):

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

Number and street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by:

c/o: National Registered Agents, Inc.	Dauphin
Name of Commercial Registered Office Provider	County

DSCB:15-1507/4144/5507/6144/8506-2

4. Strike out if a limited partnership:

Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this 30^th day of March, 2005.

WHITE DEER RUN, INC.

Name of Corporation/Limited Partnership

/s/ Pamela B. Burke

Signature

Pamela Burke, Secretary

Title

EX-3.2.52

Exhibit 3.2.52

Office of the Secretary of State/Corporations Division            Form

      For Profit Articles of Incorporation               CF

We, the undersigned incorporators, hereby associate ourselves together to form and establish a corporation FOR profit under the laws of the State of Kansas.

Article One: Name of the corporation   WICHITA TREATMENT CENTER INC.             DO NOT WRITE IN THIS SPACE

Article Two: Address of registered office in Kansas	400 Bank IV Tower
	(Street Address or Rural Route)

Topeka	Shawnee	66601
(City)	(County)	(Zip Code)

Name of resident agent at above address David H. Fisher, Esq.

Article Three: Nature of corporation business or purposes to be conducted or promoted is

To engage in any lawful act or activity for which corporations may transact under the Kansas General Corporation Code.

Article Four: Total number of shares that this corporation shall be authorized to issue

             shares of                  stock, class              par value of              dollars each

             shares of                  stock, class              par value of              dollars each

1,000 shares of common stock, class x without nominal or par value

             shares of                  stock, class              without nominal or par value

If applicable, state any designations, powers, preferences, rights, qualifications, limitations or restrictions applicable to any class of stock or any special grant of authority to be given to the board of directors

n/a

Article Five: Name and mailing address of each incorporator is

Carol K. Dolor, 1013 Centre Road, Wilmington, DE 19805

Article Six: Name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is

Patricia Lewin         519 Suwanee Circle, Tampa, Florida 33606-3830

Article Seven: Is this corporation to exist perpetually?    Yes  x    No  ¨

If no, the term for which this corporation is to exist is             

• Tax closing date, if known                     

In testimony whereof, we have hereunto subscribed our names this 5^th day of February, A.D. 1993.

(Signatures must correspond exactly to the names of the incorporators listed in Article Five.)

/s/ Carol K. Dolor

Carol K. Dolor

State of DELAWARE County of NEW CASTLE } ss.

Before me, a notary public in and for said county and state, personally appeared.

/s/ Carol K. Dolor

Carol K. Dolor

who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same. In witness whereof, I have hereunto subscribed my name and affixed my official seal, this fifth day of February, A.D. 1993.

(Seal)	/s/ Jane B. [Illegible]
	Notary Public

My appointment or commission expires August 5, 1996.

Submit document in duplicate

with $75 filing fee to:

Corporations Division,

Office of the Secretary of State,

2^nd Floor, State Capitol, Topeka, KS 66612-1594

(913) 296-4564

Secretary of State/Corporations Division            Form

Change of Registered Office or Agent               RO

We, Patricia Lewin, President or Vice President and Patricia Lewin, Secretary or Assistant Secretary of Wichita Treatment

Center, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas, do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:         Be it resolved that the Registered Office in the state of Kansas of said corporation be changed to Do Note write in this space

1044 N. Waco	Wichita	Sedgewick	Kansas	67202
Street and number	Town or City	County	State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

Wichita Treatment Center, Inc.

Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law:

/s/ Patricia A. Lewin

President or Vice President

/s/ Patricia A. Lewin

President or Vice President

State of Florida County of Hillsborough } ss.

Before me, a Notary Public, came Patricia Lewin, President, Vice President and Patricia Lewin, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed this foregoing certificate in their official capacities and duly acknowledged the execution of the same this 15 day of March, 1995.

/s/ Michelle [illegible]

Notary Public

(Seal)

My commission or appointment expires                     , 19    .

Please submit this form in duplicate, with $20 filing fee, to:

Secretary of State, 2^nd Floor, State Capital, 300 S.W. 10^th Ave.,

Topeka, KS 66612-1594, (913) 296-4564

Secretary of State/Corporations Division            Form

Change of Registered Office or Agent               RO

We, Patricia Lewin, President or Vice President and Patricia Lewin, Secretary or Assistant Secretary of Wichita Treatment

Center, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas , do hereby certify that at a meeting of the board of directors said corporation the following resolution was duly adopted:         Be it resolved that the Registered Office in the state Kansas of said corporation be changed to: Do Note write in this space

1044 N. Waco	Wichita	Sedgewick	Kansas	61702
Street and number	Town or City	County	State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

Steven Kamau

Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law:

/s/ Patricia A. Lewin

President or Vice President

/s/ Patricia A. Lewin

President or Vice President

State of South Carolina County of Beaufort } ss.

Before me, a Notary Public, came Patricia Lewin, President, Vice President and Patricia Lewin, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed this foregoing certificate in their official capacities and duly acknowledged the execution of the same this 19th day of August, 1999.

	/s/ Renee Davis
	Notary Public
(Seal)

My commission or appointment expires	Feb. 26,                 2008.
	Month                 Year

Please submit this form in duplicate, with $20 filing fee, to:

Secretary of State, 2^nd Floor, State Capital, 300 S.W. 10^th Ave.,

Topeka, KS 66612-1594, (913) 296-4564

Office of the Secretary of State/Corporation Division            Form

Certificate of Reinstatement               RR

(Please complete this form in black ink.)

We,         David [illegible]         ,  and              Patty Chadwick,             being the last

        President or Vice President          Secretary or Assistant Secretary

acting President or Vice President and Secretary or Assistant Secretary of Wichita Treatment Center, Inc., file in behalf of said corporation this certificate for reinstatement, renewal, revival, restoration and extension of its corporate existence or authority to engage in business in the state of Kansas and certify the following:

(A)   Correct name of the corporation is: Wichita Treatment Center, Inc.     (B)   Location of the corporate registered office in the state of Kansas is: 1044 N. Waco Avenue Wichita 67202          and the name of the resident agent in charge thereof at such address is: Steve Kamau Do not write in this space.

(C) Corporation was duly organized under the laws of the state of: Kansas

(D) Corporate existence or authority to engage in business in the state of Kansas: (Select one)

x Has been forfeited for failure to timely file annual report(s) and pay its annual fee.

¨ Has expired or will expire, by reason of time, on the      day of                     , and said corporate existence, or authority to engage in business, is hereby extended                                                                                           

                                                     State whether extended perpetually or to a given date

¨ Has been forfeited for failure to designate a resident agent and registered office.

This certificate is filed by authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of the Kansas Corporation Code.

In testimony whereof, we have hereunto set our hands this
17th day of July, 2001.
	Year

State of Tennessee County of Davidson	}	SS.	/s/ [illegible] President or Vice President
			/s/ [illegible]
			Secretary or Assistant Secretary

The foregoing instrument was acknowledged before me this

17^th day of July, 2001.

/s/ Nancy E. Garrett

Notary Public

My appointment or commission expires May 25, 2005.

                                                                  Month   Year

Submit document in duplicate to: Secretary of State, First Floor, Memorial Hall

120 S.W. 10^th Ave., Topeka, KS 66612-1594, (785) 296-4564

For profit filing fee: $95                 Nonprofit filing fee: $20

Kansas Secretary of State                  

Corporation Change of Registered Office or Agent            RO

All information must be completed or this document will not be accepted for filing

1.      Name of corporation           Wichita Treatment Center, Inc.                                                                  Name must match the name on record with the Secretary of State   2.      State of organization Kansas   3.      The registered office in the state of Kansas is changed to: (Address must be a street address. A post office box is unacceptable.) Do not write in this space

2101 SW 21st Street, Topeka, KS, County of Shawnee, 66604
Street Address	City	State	Zip Code

4. The resident agent in Kansas is changed to:

National Registered Agents, Inc. of KS

Individual or Kansas Corporation

I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the    11    of    July ,    2002.

                            Day        Month    Year

/s/ [illegible]

President or Vice President

/s/ [illegible]

Please submit this form in duplicate with the $20 filing fee.

Contact Information

Kansas Secretary of State

Ron Thornburgh

Memorial Hall, 1^st Floor

120 SW 10^th Avenue

Topeka, KS 66612-1240

785-296-4564

kssos@kssos.org

www.kssos.org

Contact Information Kansas Secretary of State Ron Thornburgh Memorial Hall, 1^st Floor 120 S.W. 10^th Avenue Topeka, KS 66612-1594 (785) 296-4564 kssos@kssos.org www.kssos.org KANSAS SECRETARY OF STATE        Form Corporation Certificate of Reinstatement        RR       All information must be completed or this document will not be accepted for filing    

1.      The name of the corporation as it existed when the corporation forfeited:   Wichita Treatment Center, Inc.   2.      Address of registered office in Kansas:   Address must be a street address. A post office box is unacceptable.   2101 Southwest 21^st Street Do not write in box

Topeka	Kansas	66604
City	State	Zip Code

Name of resident agent at the registered office: National Registered Agents, Inc. of KS

3. The corporation was organized in the state of: Kansas

4. The corporate existence or authority to engage in business in the state of Kansas: (select one)

x Has been forfeited for failure to timely file its annual report and pay its franchise tax.

¨     Has expired or will expire on the	of             ,              .
	Day      Month     Year

Is this reinstatement perpetual?    Yes  ¨    No  ¨

If no, the term for which this corporation is to exist             .

¨ Has been forfeited for failure to designate or maintain a resident agent and registered office.

This certificate is filed by the authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of K.S.A. 17-7002.

¨¨

I/we (circle one) declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the  6   of August, 2003.

                          Day     Month  Year

/s/ [Illegible]	and Attest:	/s/ [Illegible]
President or Vice President		Secretary or Assistant Secretary

Instructions

1.      Submit this form in duplicate with the $20 filing [Illegible]

2.      A $75 penalty fee must be submitted for for-profit corporation [Illegible] report or pay the franchise tax.

3.      All past due annual reports must be field prior to reinstatement [Illegible]

4.      All past due franchise taxes must be paid prior to reinstatement [Illegible]

EX-3.2.53

Exhibit 3.2.53

JOE MANCHIN, III Secretary of State State Capitol, Suite 139-W 1900 Kanawha Blvd. E. Charleston, WV 25305-0770   Hrs: 8:30 am – 4:30 pm ET FILE TWO ORIGINALS [Seal]       WEST VIRGINIA ARTICLES OF INCORPORATION Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 wvsos@secretary.state.wv.us www.state.wv.us/sos/   CTRL # 42179

We, the undersigned, acting as incorporators according to West Virginia Code §31-1-27, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be: [The name must contain one of the words ‘corporation’, ‘company’, ‘incorporated’, ‘limited’, or an abbreviation of one of those words. WV Code §31-1-11]		Williamson Treatment Center, Inc. c/o National Specialty Clinics, Inc.
2.	The physical address (not a PO box) of the principal office of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	618 Church Street, Suite 510
		City/State/Zip:	Nashville, Tennessee 37219
		County:	Davidson County
		Street/Box:
		City/State/Zip:
3.	The physical address (not a PO box) of the principal place of business in West Virginia of the corporation will be:     located in the County of: The mailing address of the above location, if different, will be:	Street:	2157 Greenbrier Street
		City/State/Zip:	Charleston WV 25311
		County:	Kanawha County
		Street/Box:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent is:	Name:	Corporation Service Company
		Street:	1600 Laidley Tower
		City/State/Zip:	Charleston, WV 25301

5. This corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK (complete sections 7, 8, 10, 11, 12 & 13)

x FOR PROFIT (complete sections 6, 7, 8, 9, 10, 11, 12 & 13)

6. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $0.

The capital stock will be divided in 1,000 shares at the par value of $ no par per share.

¨ Check here if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series. [Additional statements are required within the articles of incorporation, and are attached.]

FORM CD-1 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/01

Page 2

WEST VIRGINIA ARTICLES OF INCORPORATION

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words “… including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Ownership and operation of a dependency treatment center, including the transaction of any and all lawful business for which corporations may be incorporated in West Virginia.

8. The provisions for the regulation of the internal affairs of the corporation (optional, check one if applicable):

[Non-profit organizations must attach statement required by IRS for 501(c) status approval.]

x are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

9. The provisions granting, limiting or denying preemptive rights to shareholders, if any, (check if applicable):

¨ are set forth in the bylaws of the corporation; ¨ are attached and hereby set forth in the articles of incorporation.

10. The full names and address of the incorporators, and the number of shares subscribed for by each are:

Name	Address: No. & Street / City, State, Zip	No. of Shares
Patrick D. Kelly	Steptoe & Johnson PLLC	-0-
	Bank One Center, Seventh Floor
	Charleston, WV 25301

11. The number of directors constituting the initial board of directors of the corporation is 2, and the names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are (attach additional page if necessary):

Name	Address: No. & Street / City, State, Zip	No. of Shares
See attached

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

See attached

13. The number of pages attached and included in these Articles is 1.

14. ACKNOWLEDGMENT: [All incorporators must sign two originals, with names & signatures the same through the Articles. Documents with photocopied signatures cannot be accepted.]

We, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.” In witness whereof, we have accordingly set our hands:

Date 8/10/01 Signatures: /s/ Patrick D. Kelly

STATE OF West Virginia, COUNTY OF Kanawha; I, Kelly J. Young, a Notary Public, hereby certify that Patrick D. Kelly, whose names are signed to the foregoing Articles of Incorporation, this day personally appeared before me and acknowledged their signatures.
My commission expires May 25, 2003	Kelly J. Young,	Notary Public

ATTACHMENT

TO

WEST VIRGINIA ARTICLES OF INCORPORATION

OF

WILLIAMSON TREATMENT CENTER, INC.

11. The names and addresses of the persons who will serve as directors until the first annual meeting, or until their successors are elected and shall qualify are:

Name	Address No. & Street	City, State, Zip
Davis R. Gnass	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219
Patty Chadwick	c/o National Specialty Clinics, Inc. 618 Church Street, Suite 510	Nashville, Tennessee 37219

12. The names of the individuals who will have signature authority on documents filed with the Secretary of State until the names of the president and secretary are filed on the annual report are:

David R. Gnass, President and Chief Executive Officer

Patty Chadwick, Chief Financial Officer, Secretary and Treasurer

David A. Boutwell, Assistant Secretary

EX-3.2.54

Exhibit 3.2.54

ARTICLES OF INCORPORATION

OF

WILMINGTON TREATMENT CENTER, INC.

1. The undersigned intends to form a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and to that end sets forth the following:

2. The name of the corporation is:

WILMINGTON TREATMENT CENTER, INC.

3. (a) The number of shares the corporation is authorized to issue are:

CLASS	NUMBER OF SHARES AUTHORIZED	PAR VALUE
Common	5,000	$.01

(b) No stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

4. The post office address of the initial registered office, including street and number is 3975 University Drive, Suite 220, Fairfax, Virginia 22030.

5. The initial registered office is located in the City of Fairfax.

6. The name of its initial registered agent is James M. Sack, who is a resident of Virginia, a member of the Virginia State Bar, and whose business office is identical with the registered office.

7. The names and addresses of the initial directors are as follows:

Name	Address
Michael Beavers	674 Ad Hoc Road
	Great Falls, Virginia 22066
James E. Fay	674 Ad Hoc Road
	Great Falls, Virginia 22066

Date: June 2, 1987	/s/ Lowell D. Turnbull
	Lowell D. Turnbull
	1220 19th Street, N.W.
	Suite 700
	Washington, D.C. 20036

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

June 4, 1987

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

WILMINGTON TREATMENT CENTER, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective June 4, 1987.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of (Filed in Fairfax Co.) following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacy
	Commissioner

Court Number: 303

01519NEW

EX-3.3

Exhibit 3.3

BY-LAWS

OF

CRC HEALTH CORPORATION

SECTION 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

SECTION 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time and place as shall be designated by the board of directors and stated in the notice of such meeting. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting

of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

SECTION 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number of directors to be determined from time to time by vote of a majority of the directors then in office. Except in connection with the election of directors at the annual meeting of stockholders, the number of directors may be decreased only to eliminate vacancies by reason of death, resignation or removal of one or more directors. No director need be a stockholder. At all times a majority of the directors comprising the board of directors must be residents of the United States of America.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. If any vacancy causes the board of directors to no longer consist of a majority of directors who are residents of the United States of America, such vacancy must be filled by a resident of the United States of America. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to

declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request. Each meeting of any committee of the board of directors must be held within the State of Delaware or elsewhere within the United States of America. Notwithstanding anything to the contrary contained herein, at all times a majority of the members of each committee of the board of directors must be residents of the United States of America.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within the State of Delaware or elsewhere within the United States of America and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within the State of Delaware or elsewhere within the United States of America designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. In determining whether or not a quorum exists at any meeting, only directors who are residents of the United States of America shall be counted as present. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.12. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. For any such telephonic meeting of the board of directors or any committee thereof, a quorum of the directors must be physically present within the State of Delaware or elsewhere in the United States of America, for the duration of the meeting.

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(i) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(iii) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

SECTION 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors. The chairman of the board shall be a resident of the United States of America.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation. The president and chief executive officer shall be a resident of the United States of America.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.5. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.6. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.7. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

SECTION 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, a director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the

vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

SECTION 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

SECTION 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

SECTION 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

SECTION 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

SECTION 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president, the treasurer or any other authorized officer.

SECTION 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on January 31.

SECTION 12. AMENDMENTS

12.1. These by-laws have been adopted by vote of a majority of the directors then in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote. These by-laws may be amended or repealed by a majority of the voting power of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders.

EX-3.4.1

Exhibit 3.4.1

HISTORY OF BYLAWS

of

4therapy.com NETWORK

Formerly known as Qualified Care Incorporated

a California corporation

February 1, 1999	Adopted by Incorporator.
February l, 1999	Approved by the Sole Director.
May 5, 2000	Common and Series A holders approved amendment to bylaws section 3.02 to authorize number of directors to a range of not less than 5 nor more than 9 and fixed at 5.
October 7, 2005	Sole Shareholder and Board of Directors approved amendment to Section 3.02 to provide that the authorized number of directors be changed to two (2).

BY-LAWS

OF

QUALIFIED CARE INCORPORATED

ADOPTED February 1, 1999

ARTICLE I

OFFICES

1.01 Principal Office - The principal office of the Corporation shall be determined by the Board of Directors who may change such location from time to time.

1.02 Other Offices – The Board of Directors may establish other offices wherever the Corporation is qualified to do business. If any offices, including the principal, are in California, the Board shall designate one of the California offices as the principal business office in California.

ARTICLE II

SHAREHOLDERS

2.01 Place of Meetings - All meeting of the shareholders shall be held at the executive offices of the Corporation or at such other place as designated by the Board of Directors.

2.02 Annual Meeting - The annual meeting of the shareholders shall be held each year at such time and place as the Board of Directors shall determine. The First shareholders meeting must take place within 15 months after the Articles of Incorporation were filed with the Secretary of State, and each annual meeting must be held within 15 months of the preceding annual meeting.

2.03 Special Meetings - Special meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board (if any), the President, a Vice President, or shareholders holding shares that total ten percent or more of all shares entitled to vote at such a meeting. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law.

2.04 Notice of Shareholders’ Meetings—Contents - The shareholders shall be notified in accordance with Section 2.05. The shareholders entitled to vote and to be notified shall be determined in accordance with Section 2.06.

The notice of any meeting shall set forth the time and place of the meeting. The notice for any special meeting shall state the general nature of the business to be transacted. The notice for any annual meeting shall state those matters that the Board intends (as of the date of the notice) to present to the shareholders.

In addition, the notice of any meeting must state the general nature of any proposed action to approve any of the following matters:

(i) A transaction in which a director has a financial interest, within the meaning of Section 310 of the California Corporations Code;

(ii) An amendment of the articles of incorporation under Section 902 of that Code;

(iii) A reorganization under Section 1201 of that Code;

(iv) A voluntary dissolution under Section 1900 of that Code; or

(v) A distribution in dissolution that requires approval of the outstanding shares under Section 2007 of that Code.

2.05 Notice of Meetings - Manner - All notices shall be sent not fewer than 10 or more than 60 days before the date of the meeting. Notices shall be given personally, by first-class mail, by telegraphic or other written communication. Notices shall be addressed to the shareholder at the address which appears on the Corporation’s books for the purpose of such notice, or in the absence thereof, as provided by law. Notices are considered to be given at the time of personal delivery or when they are otherwise sent.

The Corporation’s secretary, or such other person who gives such notices, shall execute an affidavit of service regarding all notices, shall execute an affidavit of service regarding all notices for meetings and same shall be filed and kept in the Minute Book of the Corporation.

2.06 Record Date for Notices, Dividends and Voting - The shareholders who are entitled to receive of and vote at shareholders’ meeting, to receive dividends, or to give written consent to corporate action without a meeting, are those shareholders as shown on the corporate books as of the record date. The record date shall be fixed by the Board and shall not be less than 10 nor more than 60 days before any other action. If no record date is set, the record date shall be that established by law. The established record date shall apply to any meeting unless the meeting is adjourned for more than 45 days after the original date set for the meeting or unless another record date is established by the Board.

2.07 Quorum - A quorum consisting of a majority of all outstanding shares of the Corporation must be present in person or by proxy in order to transact business. However, if a quorum is not present at a meeting, a majority of those present may adjourn the meeting. Also, if a quorum is present at a meeting, the meeting may continue to transact business despite the withdrawal of shareholders, leaving less than a quorum, provided that no action may be taken unless approved by a majority of the shares required to constitute a quorum.

2.08 Notice of Adjourned Meetings - If a shareholders’ meeting is adjourned and the time and place of the adjourned meeting is announced at the meeting to be adjourned, no further notice is required to be given unless a new record date is fixed. A new record date must be fixed and new notices given if the adjournment is for more than 45 days from the date set for the original meeting.

2.09 Voting - Each share held of record as of the record date shall be entitled to one vote on matters submitted to the shareholders.

Election of directors must be by ballot if demanded by any shareholder.

Shareholders may cumulate votes for any candidate whose name has been placed in nomination at an election of directors if at least one shareholder has given notice at the meeting, prior to the vote, of the intent to cumulate votes. If the cumulative voting is allowed, shareholders may have a number of votes equal to the number of directors, multiplied by the number of votes to which the shareholder would be entitled if cumulative voting were not allowed.

2.10 Waiver of Proper Notice - Notice of any meeting may be waived in writing by any shareholder either before or after such meeting. If any action is taken or proposed to be taken which is specified in Section 601 (f) of the California Corporations Code, the waiver of notice must state the general nature of the action or proposed action. (These matters are set forth in Section 2.04, supra.) Any shareholder who appears at a meeting in person or by proxy and who does not object to the lack of notice at the beginning of the meeting or object at any time during the meeting, to the failure to include matters required by law in the notice, shall likewise be considered to have waived the requirement of notice. All such waivers shall have the same effect as proper notice.

2.11 Actions Without Meetings - The shareholders may take any action without a meeting that could be taken with a meeting. To do this, the same number of shareholders must consent in writing as would be required to vote for such action were a meeting to be held with all shareholders present and voting. However, the election of directors must be written consent of all shareholders unless the election is to fill a vacancy which was not caused by the removal of a director.

If the consents of all shareholders were not solicited in writing, notice must be given to all shareholders who did not consent. Such notice shall be given promptly in the manner provided in Section 2.05 to all shareholders who did not consent. If shareholder approval is required by California Corporations Code Sections 310, 317. 1201 or 2007, this notice of approval must be given at least ten days before the consummation of any action authorized by the approval.

2.12 Proxies - Every shareholder entitled to vote can vote and be represented by written proxy filed with the secretary of the Corporation. A proxy is only valid for 11 months unless it states otherwise. A proxy that does not state that it is irrevocable may be revoked by a writing or subsequent proxy delivered to the secretary of the Corporation or by the shareholder attending a meeting and voting in person.

2.13 Inspectors of Election - One or three inspectors may be appointed by the Board of Directors prior to any meeting or by the Chairman at the meeting.

Inspectors shall be appointed at the request of any shareholder (with a majority of the shareholders at the meeting determining the number). Nominees for office may not serve as inspectors. If any inspector fails to act, the Chairman of the meeting shall appoint a substitute inspector.

The inspector shall: (a) determine if there is a quorum; (b) determine who is entitled to vote and the voting power of each; (c) receive, count and tabulate all votes, ballots or consents; (d) hear and determine all challengers relating to the right to vote; (e) determinate when the vote shall end; (f) determine the result; and (g) take any proper action to fairly conduct the election or vote.

2.14 Conduct of Meetings - Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the Chairman of such meeting shall determine. The chairman of any annual or special meeting of shareholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the Chief Executive Officer of the Corporation.

ARTICLE III

DIRECTORS

3.01 Management - The Corporation shall be managed by the Board of Directors. All corporate powers shall be exercised under the direction and control of the Board of Directors. The directors shall perform their duties, including any committee assignments in good faith and with the best interest of the Corporation in mind. Such actions shall be taken with due care and reasonable inquiry by the Board of Directors.

3.02 Number of Directors and Election - The Board of Directors shall be elected at the annual meetings of the shareholders. Each director, including any director elected to fill a vacancy for the remainder of a term, shall hold office until that director’s successor shall be elected and qualified. The number of members on the Board may be changed by amendment to these by-laws, or if set forth in the Article of Incorporation. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The number of members on the Board shall be three (3).

3.03 Vacancies - A Vacancy may be created by resignation, death, removal of a director, by an increase in the authorized number of directors, or by the failure of the shareholders to elect the full authorized number of directors.

Except for a vacancy caused by the removal number of director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with section 307 of the Corporations Code, or (3) a sole remaining director.

Any vacancy may be filled by a majority vote of the shareholders at a meeting of the shareholders at which a quorum is present or by the written consent of a majority of the shareholders.

3.04 Resignations - Any director may resign by giving written notice of the officers of the Corporation or the Board of Directors. The resignation will be effective immediately unless the notice designates a later time. A successor may be elected to take office when the resignation becomes effective.

3.05 Compensation of Directors - The Board of Directors may resolve to compensate the directors for their services to the Board and its committees. Directors may receive additional compensation for serving the Corporation in some other capacity.

3.06 Meetings of the Board - The directors shall hold an organizational meeting each year immediately following the adjournment of the annual meeting of the shareholders. No notice is required. Other regular meetings may be established by resolution of the Board with all members notified of the resolution. Special meetings may be called at any time by the President, Vice President, Secretary, or by any two directors.

3.07 Notice of Special Meetings - Verbal or written notice must be received by each director or by a person at the director’s office who can reasonably be expected to communicate it promptly to the director at least forty-eight (48)

hours before the meeting. A mailed notice is valid if it is mailed at least four (4) days prior to the meeting to the director at the address shown for such director on the corporate records.

3.08 Waiver of Notice - Any director shall waive the right to notice for any meeting when the director signs a written consent, attends the meeting without protest at the beginning of the meeting as to the lack of adequate notice, or signs an approval of the minutes of the meeting.

3.09 Meeting by Telephone - Any or all Board members may participate in a Board meeting by telephone provided that all participating members can hear one another.

3.10 Minutes of Meetings - Accurate minutes must be kept of any meeting of the Board or any of its committees as required by the Secretary or other designated officer.

3.11 Place for Meetings - The meetings shall be held at the principal executive office of the Corporation or such other location as designated by the Board.

3.12 Meeting Procedure - The rules of procedure for holding meetings shall be approved by the Board of Directors. In the absence of such rules, the Chairman of the Board or of the meeting shall determine the proper procedure.

3.13 Actions, Without Meetings - The Board may take any action without the necessity of having a meeting if all Board members consent thereto in writing. Such consents shall be filed with the regular minutes of the Board.

3.14 Quorum - A quorum of a majority of directors shall be required for the transaction of business.

3.15 Adjournment of Meetings - A majority of those present at any meeting, whether not a quorum, may adjourn the meeting to another time and place. Those who are not present need not be notified unless the meeting is adjourned for more than twenty-four (24) hours. Notice of any adjourned meeting is sufficient if given prior to the adjourned time.

3.16 Committees - The Board may by resolution appoint committees to be composed of two (2) or more members of the Board. The Board may delegate

such powers to these committees as it chooses except those powers which may not be delegated in accordance with Section 311 of the California Corporations Code. The Board may appoint a non-director to sit on committees except for those committee which cannot be delegated in accordance with Section 311 of the California Corporation Code.

ARTICLE IV

OFFICERS

4.01 Officers - The Corporation shall have a President, a Chief Financial Officer, a Secretary, and such other officers, including a Chairman of the Board, as may be designated by the Board. Unless the Board of Directors shall otherwise determine, the President shall be the Chief Executive Officer of the Corporation. Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the Board of Directors. In the absence of any contrary determination by the Board of Directors, the Chief Executive Officer shall, subject to the power and authority of the Board of Directors, have general supervision, direction and control of the officers, employees, business, and affairs of the Corporation.

4.02 Limited Authority of Officers - No officer of the Corporation shall have any power or authority outside the normal day-to-day business of the Corporation to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the Board of Directors.

4.03 Election and Term - The officers of the Corporation shall be chose annually by the Board of Directors subject to the right of the Board to fill any vacancy or to select subordinate officers at any time. All officers will hold office until they resign, are removed, become disqualified to serve, or until a successor has been elected and qualified.

4.04 Removal and Resignation - Any officer may resign by giving written notice to the Corporation setting forth the time when such resignation is to take effect, if not to take effect immediately.

Any officer may be removed, without cause, by the Board of Directors.

Any such removal or resignation will be without prejudice to any contractual right of the officer or of the corporation.

4.05 Compensation - The Board of Directors shall establish the compensation of all officers from time to time.

4.06 President - The President shall preside over all meetings of the Board, unless a Chairman of the Board is elected, shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board, have general control over the business and officers of the Corporation. The President shall also preside over all meetings of the shareholders.

4.07 Chief Financial Officer - The Chief Financial Officer shall keep and maintain adequate and correct records of all business properties and transactions including full accounts of all assets, liabilities, receipts, disbursement, gains, losses, capital, earnings (or surplus) and shares. All such records shall be open to inspection by any director at all reasonable times.

4.08 Secretary - The Secretary shall keep records of all meetings of the Board of Directors and shareholders. Such records shall be kept at the principal office of the Corporation or at such other place as requested by the Board and shall be open to inspection by the Board at any reasonable time. The records of all meetings shall include the time, place, and nature of the meeting, how authorized, what notification was provided, the names of all present, the number of shares of all shareholders present or represented at a shareholders’ meeting, and a full account of proceedings of the meeting.

The Secretary will also keep a record of all shares of the Corporation. This record shall include the name and address of each shareholder, the shares held by each, and a record of all transactions relating to shares of the Corporation.

The Secretary shall also give or keep record of notices of all meetings or shareholders, the Board of Directors, and any committees of the Board.

The Secretary shall also keep and protect the Seal of the Corporation.

ARTICLE V

RECORDS AND REPORTS

5.01 Shareholder Records - The Corporation shall keep a record of the names and addresses of all shareholders and the number and class of shares held by each. Such records shall be kept at the principal executive office of the Corporation or at the office of its transfer agent or registrar, as determined by the Board of Directors.

5.02 By-laws - The by-laws shall be kept at the principal executive office of the Corporation. A copy of the by-laws will be kept at the principal business office in the State of California.

5.03 Minutes and Accounting Records - Minutes will be kept of all proceedings of the shareholders, Board of Directors, and committees of the Board. These records and all accounting books and records shall be kept at the principal executive office of the Corporation or at such other place as is designated by the Board.

5.04 Inspection of Records and By-laws - The directors and shareholders shall be allowed to inspect the books and records of the Corporation in accordance with Sections 1600 to 1602 of the California Corporations Code.

The by-laws of the Corporation shall be available for inspection by any shareholder or director at all reasonable times during office hours. If the Corporation has no principal business office in California, the Secretary shall furnish any shareholder with a copy of the by-laws, by mail, upon written request.

5.05 Waiver of Annual Report - The Annual Report to shareholders referred to in Section 1501 of the California Corporation Code will not be provided unless the Corporation shall have over one hundred (100) shareholders. The Board is free to issue any other reports as it considers appropriate.

ARTICLE VI

SHARES OF STOCK

6.01 Certificate for Shares - Certificates shall be issued for all shares of the Corporation in a form determined by the Board. The certificates shall be

signed by the President and Secretary or other officers authorized by law or by the Board. The certificates shall state the name of the holder or the shares and the number of shares represented by the certificate. The shares shall also state the designation of any class or series of shares represented thereby and any statement or legend required by law. The shares shall be dated and issued and numbered in consecutive order.

6.02 Transfer on the Books - The ownership of shares may be accomplished by surrendering the shares to the Secretary or transfer agent duly endorsed or with property evidence of succession, assignment or authority to transfer same. The Corporation shall then issue a new certificate to the proper party, cancel the old certificate, and record these transactions upon its books.

6.03 Lost of Destroyed Certificates - New share certificates may be issued to replace certificates that were lost, stolen or destroyed. However, the Board may require that the owner provide the Corporation with an adequate bond (or other security) to indemnify the Corporation.

ARTICLE VII

GENERAL MATTERS

7.01 Signing Corporate Checks - The Board of Directors shall determine by resolution, from time to time, which persons are authorized to sign or endorse checks or other orders for the payment of money in the name of the Corporation.

7.02 Contracts - The Board of Directors may authorize by resolution that specified officers or agents may enter into contracts and execute instruments in the name of and on behalf of the Corporation. The authorization may be general or may be confined to specified matters. Without such authorization, no one may contractually bind the Corporation, except as provided by Section 313 of the California Corporation Code.

7.03 Indemnification - This corporation may indemnify and hold harmless each “agent” of the Corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a) to the full extent permitted by applicable law.

The corporation may advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

7.04 Insurance - The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability.

7.05 Voting of Shares in Other Corporations - If the Corporation holds shares of other corporations, such shares may be voted as determined by the Board of Directors, or if they fail to act, by the President or his/her designate. The authority to vote includes the authority to execute a proxy.

Approved: February l, 1999

CERTIFIED THAT THIS IS A CORRECT COPY OF THE BY-LAWS

/s/ Howard A. Brown

HOWARD A. BROWN, Chairman

/s/ Howard A. Brown

HOWARD A. BROWN, Secretary

EX-3.4.2

Exhibit 3.4.2

ADVANCED TREATMENT SYSTEMS, INC.

BYLAWS

ARTICLE 1—STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at ten o’clock a.m. or such other time as is determined by the Board of Directors, on such date (other than a Saturday, Sunday or legal holiday) as is determined by the Board of Directors, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders, and at such place as the Board of Directors shall each year fix.

Section 2. Special Meetings.

Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors authorized. Special meetings of the stockholders may be held at such place within or without the Commonwealth of Virginia as may be stated in such resolution.

Section 3. Notice of Meetings

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Virginia Stock Corporation Act or the Articles of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4 Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

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If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.

The Chairman of the Board of Directors or, in his or her absence, such person as the Board of Directors may have designated or, in his or her absence; the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 6. Conduct of Business.

The Chairman of the Board of Directors or his or her designee or, if neither the Chairman of the Board nor his or her designee is present at the meeting, then a person appointed by a majority of the Board of Directors, shall preside at, and act as chairman of, any meeting of the stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as he or she deems to be appropriate.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote, provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a vote by ballot shall be taken.

Except as otherwise provided in the terms of any class or series of preferred stock of the Corporation, all elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Action Without Meeting.

Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing.

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setting forth the action so taken, shall be (1) signed and dated by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (2) delivered to the Corporation within sixty (60) days of the earliest dated consent by delivery to its registered office in the Commonwealth of Virginia (in which case delivery shall be by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged to alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II—BOARD OF DIRECTORS

Section 1. Number, Election, Tenure and Qualification

The number of directors which shall constitute the whole board shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting or at any special meeting of stockholders. The directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided to Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified, unless sooner displaced. Directors need not be stockholders.

Section 2. Vacancies and Newly Created Directorships

Subject to the rights of the holders of any class or series of preferred stock of the Corporation to elect directors, newly created directorships resulting from any increase in the authorized number of directors or any vacancies to the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or the sole remaining director. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

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Section 3. Resignation and Removal.

Any director may resign at any time upon written notice to the Corporation at its principal place of business or to the chief executive officer or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless otherwise specified by law or the Certificate of Incorporation.

Section 4. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A written notice of each regular meeting shall not be required.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, the President, the Treasurer, the Secretary or one or more of the directors then in office and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is rot waived by mailing written notice not less than three (3) days before the meeting or orally, by telegraph, telex, cable or telecopy given not less than twenty-four (24) hours before the meeting Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 6. Quorum,

At any meeting of the Board of Directors, a majority of the total number of members of the Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or tune, without further notice or waiver thereof.

Section 7. Action by Consent.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto to writing, and the writing or writings are riled with the minutes of proceedings of the Board or committee.

Section 8. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

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Section 9. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 10. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property rights or privileges on such tetras as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 11. Compensation of Directors.

Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

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ARTICLE III—COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings, one-third (1/3) of the members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV—OFFICERS

Section 1. Enumeration.

The officers of the Corporation shall be the President, the Treasurer, the Secretary and such other officers as the Board of Directors or the Chairman of the Board may determine, including, but not limited to, the Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurer and Assistant Secretaries.

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Section 2. Election.

The Chairman of the Board, if any, the President, the Treasurer and the Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of the stockholders. The Board of Directors or the Chairman of the Board, if any, may, from time to time, elect or appoint such other officers as it or he or she may determine, including, but not limited to, one or more Vice Presidents, Assistant Treasurer; and Assistant Secretaries.

Section 3. Qualification.

No officer need be a stockholder. The Chairman of the Board, if any, and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by and from the Board of Directors, but no other officer need be a director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his or her duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation.

Section 4. Tenure and Removal.

Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders and until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the vote electing of appointing said officer. Each officer appointed by the Chairman of the Board, if any, shall hold office until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing such officer. Any officer may resign by giving written notice of his or her resignation to the Chairman of the Board, if any, the President, or the Secretary, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein. Any officer elected or appointed by the Board of Directors may be removed from office with or without cause by vote of a majority of the directors. Any officer appointed by the Chairman of the Board, if any, may be removed with or without cause by the Chairman of the Board.

Section 5. Chairman of the Board.

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and stockholders at which he or she is present and shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors. The Chairman of the Board shall also have the power and authority to determine the compensation and duties of all officers, employees and agents of the Corporation.

Section 6. President.

The President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors.

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Section 7. Vice Presidents.

The Vice Presidents, if any, in the order of their election, or in such other order as the Board of Directors may determine, shall have and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors may determine) whenever the President is absent or unable to act. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by the Board of Directors.

Section 8. Treasurer and Assistant Treasurers.

The Treasurer shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed in these Bylaws or be determined from time to time by the Board of Directors. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers of the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors.

Section 9. Secretary and Assistant Secretaries.

The Board of Directors shall appoint a Secretary and, in his or her absence, an Assistant Secretary. The Secretary or, in his or her absence, any Assistant Secretary, shall attend all meetings of the directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his or her absence, any Assistant Secretary, shall notify the directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors. If the Secretary or an Assistant Secretary is elected but is absent from any meeting of directors, a temporary secretary may be appointed by the directors at the meeting.

Section 10. Bond.

If required by the Board of Directors, any officer shall give the Corporation a bond in rich sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his control and belonging to the Corporation.

Section 11. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President, the Treasurer or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation. in person or by proxy, at any meeting of stockholders of or with respect to any action qt stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V—STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

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Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

Section 6. Interpretation.

The Board of Directors shall have the power to interpret all of the terms and provisions of these Bylaws, which interpretation shall be conclusive.

ARTICLE VI—NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, or by sending such notice by courier service, prepaid telegram or mailgram, or telecopy, cable, or telex. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mail or by courier, telegram, mailgram, telecopy, cable, or telex shall be the time of the giving of the notice.

Section 2. Waiver of Notice.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a director or stockholder at a meeting without protesting prior thereto or at its commencement the lack of notice shall also constitute a waiver of notice by such director or stockholder.

ARTICLE VII—INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding. whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees). judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

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proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment to its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such proper court shall deem proper.

Section 3. Success on the Merits.

To the extent that any person described in Section 1 or Section 2 of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Specific Authorization.

Any indemnification under Section 1 or Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation.

Section 5. Advance Payment.

Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of

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such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article.

Section 6. Non-Exclusivity.

The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 7. Insurance.

The Board of Directors may authorize, by a vote of the majority of the full board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 8. Continuation of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Severability.

If any word, clause or provision of this Article or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 10. Intent of Article.

The intent of this Article is to provide for indemnification and advancement of expenses to the fullest extent permitted by the Virginia Stock Corporation Act. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

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ARTICLE VIII—CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction or solely because the votes of such director or officer are counted for such purpose, if:

(a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

Section 2. Quorum.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IX—MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

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Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of September of each year.

Section 5. Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X—AMENDMENTS

These Bylaws may be amended, added to, rescinded or repealed by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any meeting of the stockholders or of the Board of Directors, provided notice of the proposed change was given in the notice of the meeting or, in the case of a meeting of the Board of Directors, in a notice given not less than two (2) days prior to the meeting.

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EX-3.4.3

Exhibit 3.4.3

ATS OF CECIL COUNTY, INC.

BYLAWS

ARTICLE 1—STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at ten o’clock a.m. or such other time as is determined by the Board of Directors, on such date (other than a Saturday, Sunday or legal holiday) as is determined by the Board of Directors, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders, and at such place as the Board of Directors shall each year fix.

Section 2. Special Meetings.

Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors authorized. Special meetings of the stockholders may be held at such place within or without the Commonwealth of Virginia as may be stated in such resolution.

Section 3. Notice of Meetings

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Virginia Stock Corporation Act or the Articles of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4 Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

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If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.

The Chairman of the Board of Directors or, in his or her absence, such person as the Board of Directors may have designated or, in his or her absence; the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 6. Conduct of Business.

The Chairman of the Board of Directors or his or her designee or, if neither the Chairman of the Board nor his or her designee is present at the meeting, then a person appointed by a majority of the Board of Directors, shall preside at, and act as chairman of, any meeting of the stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as he or she deems to be appropriate.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote, provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a vote by ballot shall be taken.

Except as otherwise provided in the terms of any class or series of preferred stock of the Corporation, all elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Action Without Meeting.

Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing.

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setting forth the action so taken, shall be (1) signed and dated by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (2) delivered to the Corporation within sixty (60) days of the earliest dated consent by delivery to its registered office in the Commonwealth of Virginia (in which case delivery shall be by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged to alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II—BOARD OF DIRECTORS

Section 1. Number, Election, Tenure and Qualification

The number of directors which shall constitute the whole board shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting or at any special meeting of stockholders. The directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided to Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified, unless sooner displaced. Directors need not be stockholders.

Section 2. Vacancies and Newly Created Directorships

Subject to the rights of the holders of any class or series of preferred stock of the Corporation to elect directors, newly created directorships resulting from any increase in the authorized number of directors or any vacancies to the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or the sole remaining director. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

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Section 3. Resignation and Removal.

Any director may resign at any time upon written notice to the Corporation at its principal place of business or to the chief executive officer or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless otherwise specified by law or the Certificate of Incorporation.

Section 4. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A written notice of each regular meeting shall not be required.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, the President, the Treasurer, the Secretary or one or more of the directors then in office and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is rot waived by mailing written notice not less than three (3) days before the meeting or orally, by telegraph, telex, cable or telecopy given not less than twenty-four (24) hours before the meeting Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 6. Quorum,

At any meeting of the Board of Directors, a majority of the total number of members of the Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or tune, without further notice or waiver thereof.

Section 7. Action by Consent.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto to writing, and the writing or writings are riled with the minutes of proceedings of the Board or committee.

Section 8. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

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Section 9. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 10. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property rights or privileges on such tetras as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 11. Compensation of Directors.

Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

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ARTICLE III—COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings, one-third (1/3) of the members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV—OFFICERS

Section 1. Enumeration.

The officers of the Corporation shall be the President, the Treasurer, the Secretary and such other officers as the Board of Directors or the Chairman of the Board may determine, including, but not limited to, the Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurer and Assistant Secretaries.

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Section 2. Election.

The Chairman of the Board, if any, the President, the Treasurer and the Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of the stockholders. The Board of Directors or the Chairman of the Board, if any, may, from time to time, elect or appoint such other officers as it or he or she may determine, including, but not limited to, one or more Vice Presidents, Assistant Treasurer; and Assistant Secretaries.

Section 3. Qualification.

No officer need be a stockholder. The Chairman of the Board, if any, and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by and from the Board of Directors, but no other officer need be a director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his or her duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation.

Section 4. Tenure and Removal.

Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders and until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the vote electing of appointing said officer. Each officer appointed by the Chairman of the Board, if any, shall hold office until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing such officer. Any officer may resign by giving written notice of his or her resignation to the Chairman of the Board, if any, the President, or the Secretary, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein. Any officer elected or appointed by the Board of Directors may be removed from office with or without cause by vote of a majority of the directors. Any officer appointed by the Chairman of the Board, if any, may be removed with or without cause by the Chairman of the Board.

Section 5. Chairman of the Board.

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and stockholders at which he or she is present and shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors. The Chairman of the Board shall also have the power and authority to determine the compensation and duties of all officers, employees and agents of the Corporation.

Section 6. President.

The President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors.

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Section 7. Vice Presidents.

The Vice Presidents, if any, in the order of their election, or in such other order as the Board of Directors may determine, shall have and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors may determine) whenever the President is absent or unable to act. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by the Board of Directors.

Section 8. Treasurer and Assistant Treasurers.

The Treasurer shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed in these Bylaws or be determined from time to time by the Board of Directors. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers of the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors.

Section 9. Secretary and Assistant Secretaries.

The Board of Directors shall appoint a Secretary and, in his or her absence, an Assistant Secretary. The Secretary or, in his or her absence, any Assistant Secretary, shall attend all meetings of the directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his or her absence, any Assistant Secretary, shall notify the directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors. If the Secretary or an Assistant Secretary is elected but is absent from any meeting of directors, a temporary secretary may be appointed by the directors at the meeting.

Section 10. Bond.

If required by the Board of Directors, any officer shall give the Corporation a bond in rich sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his control and belonging to the Corporation.

Section 11. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President, the Treasurer or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation. in person or by proxy, at any meeting of stockholders of or with respect to any action qt stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V—STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

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Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

Section 6. Interpretation.

The Board of Directors shall have the power to interpret all of the terms and provisions of these Bylaws, which interpretation shall be conclusive.

ARTICLE VI—NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, or by sending such notice by courier service, prepaid telegram or mailgram, or telecopy, cable, or telex. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mail or by courier, telegram, mailgram, telecopy, cable, or telex shall be the time of the giving of the notice.

Section 2. Waiver of Notice.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a director or stockholder at a meeting without protesting prior thereto or at its commencement the lack of notice shall also constitute a waiver of notice by such director or stockholder.

ARTICLE VII—INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding. whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees). judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

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proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment to its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such proper court shall deem proper.

Section 3. Success on the Merits.

To the extent that any person described in Section 1 or Section 2 of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Specific Authorization.

Any indemnification under Section 1 or Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation.

Section 5. Advance Payment.

Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of

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such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article.

Section 6. Non-Exclusivity.

The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 7. Insurance.

The Board of Directors may authorize, by a vote of the majority of the full board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 8. Continuation of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Severability.

If any word, clause or provision of this Article or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 10. Intent of Article.

The intent of this Article is to provide for indemnification and advancement of expenses to the fullest extent permitted by the Virginia Stock Corporation Act. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

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ARTICLE VIII—CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction or solely because the votes of such director or officer are counted for such purpose, if:

(a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

Section 2. Quorum.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IX—MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

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Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of September of each year.

Section 5. Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X—AMENDMENTS

These Bylaws may be amended, added to, rescinded or repealed by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any meeting of the stockholders or of the Board of Directors, provided notice of the proposed change was given in the notice of the meeting or, in the case of a meeting of the Board of Directors, in a notice given not less than two (2) days prior to the meeting.

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EX-3.4.4

Exhibit 3.4.4

BY-LAWS OF

ATS OF DELAWARE, INC.

A VIRGINIA CORPORATION

Dated: July     , 2002

BY-LAWS

*****

ARTICLE 1

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the Commonwealth of Virginia as may be fixed from time to time by the Board of Directors or the Chief Executive Officer, or if not so designated, at the registered office of the Corporation.

Section 2. Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by law and these By-Laws, an annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors or the Chief Executive Officer, at which meeting the stockholders shall elect by a plurality vote the Board of Directors and shall transact such other business as may be properly brought before the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient, which meeting shall be designated a special meeting in lieu of annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may, unless otherwise prescribed by statute or by the Articles of Incorporation, be called by the Board of Directors and shall be called by the Chief Executive Officer or Secretary at the request in writing of (a) any two or more Directors, or (b) stockholders owning at least 25% of the capital stock of the Corporation and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the-purpose or purposes for which the meeting is called, shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 5. Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city or town where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified. at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of

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The meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat. present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the Articles of Incorporation of the Corporation (the “Articles of Incorporation”) or these By-Laws. If no quorum shall be present or represented at any meeting of stockholders, such meeting may be adjourned in accordance with Section 7 hereof, until a quorum shall be present or represented.

Section 7. Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws, which time and place shall be announced at the meeting, by a majority of the stockholders present in person or represented by proxy at the meeting and entitled to vote (whether or not a quorum is present), or, if no stockholder is present or represented by proxy by any officer entitled to preside at or to act as Secretary of such meeting, without notice other than announcement at the meeting. At such adjourned meeting, any business may be transacted which might have been transacted at the original meeting, provided that a quorum either was present at the original meeting or is present at the adjourned meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Action at Meetings. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the capital stock present in person or represented by proxy. entitled to vote and voting on the matter shall decide any matter (other than the election of the Board of Directors) brought before such meeting, unless the matter is one upon which by express provision of law, the Articles of Incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such matter. The stock of stockholders who abstain from voting on any matter shall be deemed not to have been voted on such matter. The Board of Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting, entitled to vote and voting on the election of the Board of Directors.

Section 9. Voting and Proxies. Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders entitled to one vote for each share of capital stock having voting power held of record by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 10. Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special

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meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed and dated by the holders of outstanding stock having not less ham the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and 12) delivered to the Corporation to its registered office to the Commonwealth of Virginia in which case delivery shall be by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

Section 1. Number, Election, Tenure and Qualification. The number of persons which shall constitute the Board of Directors shall be not less than one. Within such limit, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting or at any special meeting of stockholders, to the extent consistent with the terms and provisions of the Articles of Incorporation. The Board of Directors shall be elected at the annual meeting or at any special meeting of stockholders, or by written consent in lieu of an annual or special meeting of the stockholders. Each director elected shall hold office until his successor is elected and qualified, unless sooner displaced by reason of their earlier death, resignation or removal. Directors need not be stockholders.

Section 2. Change in Number. The number of the Board of Directors may be changed at any time by vote of a majority of the Directors then to office, to the extent consistent with the terms and provisions of the Articles of Incorporation.

Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced by reason of their earlier death, resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, these By-Laws or the Articles of Incorporation of the Corporation, may exercise the powers of the full board until the vacancy is filled.

Section 4. Resignation and Removal. Any director may resign at any time upon written notice to the Corporation at its principal place of business or to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of Directors, unless otherwise specified by law or the Articles of Incorporation.

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Section 5. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 6. Chairman of the Board. If the Board of Directors appoints a chairman of the board, he or she shall, when present, preside at all meetings of the stockholders and the Board of Directors. He or she shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board or as may be vested in him by the Board of Directors.

Section 7. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors provided that any Director who is absent when such a determination is made shall be given prompt notice of such determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

Section 9. Special Meeting. Special meetings of the Board of Directors may be called on the written request of (a) two (2) or more Directors, (b) one Director, in the event that there is only one Director in office, or (c) the Chief Executive Officer or Secretary on the written request of stockholders owning at least (i) 25% of the outstanding shares of the issued and outstanding shares of the capital stock of the Corporation. Two (2) days’ notice to each director, either personally or by telegram, cable, telecopy, commercial delivery service, telex or similar means sent to his business or home address, or three (3) days’ notice by written notice deposited in the mail, shall be given to each director by the Secretary or by the officer or one of the Directors calling the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the Board of Directors, a majority of Directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11. Action by Consent. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 12. Telephone Meetings. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors or of any committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 13. Committees. The Board of Directors may establish and maintain committees of the Board of Directors, each committee to consist of one or more of the Directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. but no such committee shall have the power or authority in reference to (a) adopting, amending or repealing the By-Laws of the Corporation or any of them or (b) approving or adopting, or recommending to the stockholders any action or matter expressly required by law to be submitted to stockholders for approval Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the conduct of its business by the Board of Directors.

Section 14. Compensation. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix from time to time the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and the performance of their responsibilities as Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors and/or a stated salary as director. No such payment shall preclude any director from serving the Corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. The Board of Directors may also allow compensation for members of special or standing committees for service on such committees.

ARTICLE III

OFFICERS

Section 1. Enumeration. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer and such other officers with such titles, terms of office and duties as the Board of Directors may from time to time determine. including a Chairman of the Board, one or more Vice-Presidents. and one or more Assistant Secretaries and Assistant Treasurers. If authorized by resolution of the Board of

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Directors, the Chief Executive Officer may be empowered to appoint from time to time Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. unless the Articles of Incorporation or these By-Laws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer. Other officers may be appointed by the Board of Directors at such meeting, at any other meeting, or by written consent.

Section 3. Tenure. The officers of the Corporation shall hold office until their successors are chosen and qualify, unless a different term is specified in the vote choosing or appointing him or her, or until his or her earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors or by the Chief Executive Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors or a committee duly authorized to do so, except that any officer appointed by the Chief Executive Officer may also be removed at any time, with or without cause, by the Chief Executive Officer. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors, at its discretion. Any officer may resign by delivering his written resignation to the Corporation at its principal place of business or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 4. President. The President shall be the Chief Operating Officer of the Corporation. He or she shall also be the Chief Executive Officer unless the Board of Directors otherwise provides. If no Chief Executive Officer shall have been appointed by the Board of Directors, all references herein to the “Chief Executive Officer” shall be to the President. The President shall, unless the Board of Directors provides otherwise in a specific instance or generally, preside at all meetings of the stockholders and the Board of Directors, have general and active management of the business of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 5. Vice-Presidents. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President, or if there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors or the Chief Executive Officer (or in the absence of any designation, then in the order determined by their tenure in office) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

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Section 6. Secretary. The Secretary shall have such powers and perform such duties as are incident to the office of Secretary. The Secretary shall maintain a stock ledger and prepare lists of stockholders and their addresses as required and shall be the custodian of corporate records. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record al l the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give. or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board of Directors. and shall perform such other duties as may be from time to time prescribed by the Board of Directors or Chief Executive Officer. under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

Section 7. Assistant Secretaries. The assistant Secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors, the Chief Executive Officer or the Secretary (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the absence of the Secretary or any assistant Secretary at any meeting of stockholders or Directors, the person presiding at the meeting shall designate a temporary or acting Secretary to keep a record of the meeting.

Section 8. Treasurer. The Treasurer shall perform such duties and shall have such powers as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, when the Chief Executive Officer or Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 9. Assistant Treasurers. The assistant Treasurer, or if there shall be more than one, the assistant Treasurers in the order determined by the Board of Directors, the Chief Executive Officer or the Treasurer (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe.

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Section 10. Bond. If required by the Board of Directors, any officer shall give the Corporation a bond in such sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the Corporation.

ARTICLE IV

NOTICES

Section 1. Delivery. Whenever, under the provisions of law, or of the Articles of Incorporation or these By-Laws, written notice is required to be given to any Director or stockholder. Such notice may be given by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable, telecopy, commercial delivery service, telex or similar means, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the Corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone) shall be deemed given at the time it is actually given.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or of the Articles of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to

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be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a part) or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. Success on the Merits. To the extent that any person described in Section 1 or 2 of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said sections. Such determination shall be made (1) by the Board of Directors by a majority vote of Directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested Directors or if a majority of disinterested Directors so directs, by independent legal counsel (who may be regular legal counsel to the Corporation) in a written opinion, or (3) by the stockholders of the Corporation.

Section 5. Advance Payment. Expenses incurred in defending a pending or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article V.

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Section 6. Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article V shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7. Insurance. The Board of Directors may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article V.

Section 8. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Severability. If any word, clause or provision of this Article V or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 10. Intent of Article. The intent of this Article V is to provide for indemnification and advancement of expenses to the fullest extent permitted by the Virginia Stock Corporation Act. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article V shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

ARTICLE VI

CAPITAL STOCK

Section l . Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by the President or a Vice-President and the Treasurer or an assistant Treasurer, or the Secretary or an assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

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Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to he issued to place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give reasonable evidence of such loss, theft or destruction, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 3. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and proper evidence of compliance with other conditions to rightful transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be mote than sixty days nor less then ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation as provided in Section 10 of Article I. If no record date is fixed and prior action by the Board of Directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

Section 5. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee to good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

Section 2. Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1 . Dividends. Dividends upon the capital stock of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock subject to the provisions of the Articles of Incorporation.

Section 2. Reserves. The Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Seal. The Board of Directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Virginia.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Articles of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors, provided, however, that in the case of a regular or special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting.

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EX-3.4.5

Exhibit 3.4.5

ATS OF NORTH CAROLINA, INC.

BYLAWS

ARTICLE 1—STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at ten o’clock a.m. or such other time as is determined by the Board of Directors, on such date (other than a Saturday, Sunday or legal holiday) as is determined by the Board of Directors, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders, and at such place as the Board of Directors shall each year fix.

Section 2. Special Meetings.

Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors authorized. Special meetings of the stockholders may be held at such place within or without the Commonwealth of Virginia as may be stated in such resolution.

Section 3. Notice of Meetings

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Virginia Stock Corporation Act or the Articles of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4 Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

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If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.

The Chairman of the Board of Directors or, in his or her absence, such person as the Board of Directors may have designated or, in his or her absence; the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 6. Conduct of Business.

The Chairman of the Board of Directors or his or her designee or, if neither the Chairman of the Board nor his or her designee is present at the meeting, then a person appointed by a majority of the Board of Directors, shall preside at, and act as chairman of, any meeting of the stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as he or she deems to be appropriate.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote, provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a vote by ballot shall be taken.

Except as otherwise provided in the terms of any class or series of preferred stock of the Corporation, all elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Action Without Meeting.

Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing. setting forth the action so taken, shall be (1) signed and dated by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take

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such action at a meeting at which all shares entitled to vote thereon were present and voted and (2) delivered to the Corporation within sixty (60) days of the earliest dated consent by delivery to its registered office in the Commonwealth of Virginia (in which case delivery shall be by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged to alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II—BOARD OF DIRECTORS

Section 1. Number, Election, Tenure and Qualification

The number of directors which shall constitute the whole board shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting or at any special meeting of stockholders. The directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided to Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified, unless sooner displaced. Directors need not be stockholders.

Section 2. Vacancies and Newly Created Directorships

Subject to the rights of the holders of any class or series of preferred stock of the Corporation to elect directors, newly created directorships resulting from any increase in the authorized number of directors or any vacancies to the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or the sole remaining director. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

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Section 3. Resignation and Removal.

Any director may resign at any time upon written notice to the Corporation at its principal place of business or to the chief executive officer or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless otherwise specified by law or the Certificate of Incorporation.

Section 4. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A written notice of each regular meeting shall not be required.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, the President, the Treasurer, the Secretary or one or more of the directors then in office and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is rot waived by mailing written notice not less than three (3) days before the meeting or orally, by telegraph, telex, cable or telecopy given not less than twenty-four (24) hours before the meeting Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 6. Quorum,

At any meeting of the Board of Directors, a majority of the total number of members of the Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or tune, without further notice or waiver thereof.

Section 7. Action by Consent.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto to writing, and the writing or writings are riled with the minutes of proceedings of the Board or committee.

Section 8. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

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Section 9. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 10. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property rights or privileges on such tetras as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 11. Compensation of Directors.

Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

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ARTICLE III—COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings, one-third (1/3) of the members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV—OFFICERS

Section 1. Enumeration.

The officers of the Corporation shall be the President, the Treasurer, the Secretary and such other officers as the Board of Directors or the Chairman of the Board may determine, including, but not limited to, the Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurer and Assistant Secretaries.

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Section 2. Election.

The Chairman of the Board, if any, the President, the Treasurer and the Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of the stockholders. The Board of Directors or the Chairman of the Board, if any, may, from time to time, elect or appoint such other officers as it or he or she may determine, including, but not limited to, one or more Vice Presidents, Assistant Treasurer; and Assistant Secretaries.

Section 3. Qualification.

No officer need be a stockholder. The Chairman of the Board, if any, and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by and from the Board of Directors, but no other officer need be a director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his or her duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation.

Section 4. Tenure and Removal.

Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders and until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the vote electing of appointing said officer. Each officer appointed by the Chairman of the Board, if any, shall hold office until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing such officer. Any officer may resign by giving written notice of his or her resignation to the Chairman of the Board, if any, the President, or the Secretary, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein. Any officer elected or appointed by the Board of Directors may be removed from office with or without cause by vote of a majority of the directors. Any officer appointed by the Chairman of the Board, if any, may be removed with or without cause by the Chairman of the Board.

Section 5. Chairman of the Board.

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and stockholders at which he or she is present and shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors. The Chairman of the Board shall also have the power and authority to determine the compensation and duties of all officers, employees and agents of the Corporation.

Section 6. President.

The President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors.

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Section 7. Vice Presidents.

The Vice Presidents, if any, in the order of their election, or in such other order as the Board of Directors may determine, shall have and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors may determine) whenever the President is absent or unable to act. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by the Board of Directors.

Section 8. Treasurer and Assistant Treasurers.

The Treasurer shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed in these Bylaws or be determined from time to time by the Board of Directors. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers of the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors.

Section 9. Secretary and Assistant Secretaries.

The Board of Directors shall appoint a Secretary and, in his or her absence, an Assistant Secretary. The Secretary or, in his or her absence, any Assistant Secretary, shall attend all meetings of the directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his or her absence, any Assistant Secretary, shall notify the directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors. If the Secretary or an Assistant Secretary is elected but is absent from any meeting of directors, a temporary secretary may be appointed by the directors at the meeting.

Section 10. Bond.

If required by the Board of Directors, any officer shall give the Corporation a bond in rich sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his control and belonging to the Corporation.

Section 11. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President, the Treasurer or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation. in person or by proxy, at any meeting of stockholders of or with respect to any action qt stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V—STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

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Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

Section 6. Interpretation.

The Board of Directors shall have the power to interpret all of the terms and provisions of these Bylaws, which interpretation shall be conclusive.

ARTICLE VI—NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, or by sending such notice by courier service, prepaid telegram or mailgram, or telecopy, cable, or telex. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mail or by courier, telegram, mailgram, telecopy, cable, or telex shall be the time of the giving of the notice.

Section 2. Waiver of Notice.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a director or stockholder at a meeting without protesting prior thereto or at its commencement the lack of notice shall also constitute a waiver of notice by such director or stockholder.

ARTICLE VII—INDEMNIFICATI0N

Section 1. Actions other than by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding. whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees). judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

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proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment to its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such proper court shall deem proper.

Section 3. Success on the Merits.

To the extent that any person described in Section 1 or Section 2 of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Specific Authorization.

Any indemnification under Section 1 or Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation.

Section 5. Advance Payment.

Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of

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such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Corporation as authorized in this Article.

Section 6. Non-Exclusivity.

The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 7. Insurance.

The Board of Directors may authorize, by a vote of the majority of the full board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 8. Continuation of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Severability.

If any word, clause or provision of this Article or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 10. Intent of Article.

The intent of this Article is to provide for indemnification and advancement of expenses to the fullest extent permitted by the Virginia Stock Corporation Act. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

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ARTICLE VIII—CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction or solely because the votes of such director or officer are counted for such purpose, if:

(a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

Section 2. Quorum.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IX—MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

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Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of September of each year.

Section 5. Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X—AMENDMENTS

These Bylaws may be amended, added to, rescinded or repealed by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any meeting of the stockholders or of the Board of Directors, provided notice of the proposed change was given in the notice of the meeting or, in the case of a meeting of the Board of Directors, in a notice given not less than two (2) days prior to the meeting.

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EX-3.4.6

Exhibit 3.4.6

BY-LAWS

OF

BATON ROUGE TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Louisiana (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

AR’ITCLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Incorporator certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: June 14, 1995

/s/ A. Read Lewin, M.D.

A. Read Lewin, M.D.

Corporate Secretary

                                [SEAL]

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EX-3.4.7

Exhibit 3.4.7

BYLAWS OF

BECKLEY TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 37219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

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Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: 5/13/01

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EX-3.4.8

Exhibit 3.4.8

BGI of BRANDYWINE, INC.

* * * * * * * * *

BY LAWS

* * * * * * * * *

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office shall be at 8133 Leesburg Pike, Suite 550, Vienna, Virginia 22180.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 3. Place of Meetings. All meetings of stockholders shall be held at the office of the Corporation in McLean, Virginia, or at such other place within the United States as may be designated by the board of directors from time to time.

Section 4. Annual Meetings. Annual meetings of stockholders shall be held at 10:00 a.m. on a day and at a place as may be determined by the board of directors, at which the stockholders shall elect a board of directors and may transact such other business as may properly be brought before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice.

Section 5. Special Meetings of Stockholders.

5.1 Special meetings of the stockholders may be called by the board of directors or by the President at any time in the interval between annual meetings.

5.2 Except as otherwise provided by law, special meetings of stockholders shall be called by the Secretary upon the written request of the holders of shares entitled to not less than twenty percent of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The Secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing a notice of the meeting, and upon payment to the Corporation of such costs the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to notice of such meeting.

5.3 Not less than ten nor more than sixty (unless otherwise required by Section 13.1-658A of the Virginia Stock Corporation Act) days before the date of every

stockholders’ meeting, the Secretary shall give to each stockholder, if any, entitled to vote at such meeting, and to each stockholder, if any, not entitled to vote who is entitled to notice, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

5.4 Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.

Section 6. Quorum and Action.

6.1 At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

6.2 A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter.

Section 7. Voting. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

Section 8. Action by Written Consent. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the Corporation.

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ARTICLE III

DIRECTORS

Section 9. Number. The number of directors of the Corporation shall be a minimum of one. The number of directors may be increased or decreased from time to time by amendment to these bylaws. For purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect the directors to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the Corporation.

Section 10. Vacancy. Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum; or, in lieu thereof, by the unanimous consent of the stockholders. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors. A director elected by the board of directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

Section 11. Powers. The business and affairs of the Corporation shall be managed under the direction of the board of directors, which may exercise all of the powers of the Corporation, except such as are by law or by the charter or by these bylaws conferred upon or reserved to the stockholders.

Section 12. Removal. At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

Section 13. Meetings.

13.1 Meetings of the board of directors, regular or special, may be held in person or by telephone at any place within or without the Commonwealth of Virginia as the board may from time to time determine.

13.2 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as

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shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

13.3 Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

13.4 Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting. Special meetings may be held at such place or places within or without the Commonwealth of Virginia as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

Section 14. Notice. Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business at least five days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 15. Quorum. At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 16. Action Taken By Written Consent. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 17. Committees.

17.1 The board of directors may appoint, from among its members, an executive committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the board of directors, any or all of the powers of the board of directors in the management of the business and affairs of the Corporation, except the power to declare dividends, to issue stock, to recommend to stockholders any action requiring stockholders’ approval, to amend the

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bylaws or to approve any merger or share exchange which does not require stockholder approval. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to act in the place of such absent member.

17.2 The committees shall keep minutes of their proceedings and shall report the same to the board of directors upon request, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

Section 18. Compensation. Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 19. Executive Officers. The officers of the Corporation shall be chosen by the board of directors and shall be, at a minimum, a president and a secretary. The board of directors may also choose a chairman of the board from among the directors, one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these bylaws to be executed, acknowledged or verified by two or more officers.

Section 20. Selection. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board.

Section 21. Other Officers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 22. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors.

Section 23. Term. The officers of the Corporation shall serve until their successors are chosen and qualify. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If any office becomes vacant for any reason, the vacancy shall be filled by the board of directors.

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Section 24. The President.

24.1 The president shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the board are carried into effect.

24.2 The president shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the Corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

Section 25. Vice-Presidents. The vice-president, if one is elected, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 26. The Secretary and Assistant Secretaries.

26.1 The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He or she shall keep in safe custody the seal of the Corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an assistant secretary.

26.2 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 27. The Treasurer and Assistant Treasurers.

27.1 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors.

27.2 The treasurer shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and

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shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation.

27.3 If required by the board of directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

27.4 The assistant treasurer, if one is appointed, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE V

CAPITAL STOCK

Section 28. Capital Stock. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by him or her in the Corporation. Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the corporate seal.

Section 29. Signatures and Transfer. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Every certificate representing stock issued by a Corporation which is authorized to issue stock of more than one class shall set forth upon the face or back of the certificate, a full statement or summary of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. A summary of such information included in a registration statement permitted to become effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes of this section. In lieu of such full statement or summary, there may be set forth upon the face or back of the certificate a statement that the Corporation will furnish to any stockholder upon request and without charge, a full statement of such information. Every certificate representing shares which are restricted

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or limited as to transferability by the Corporation issuing such shares shall either (i) set forth upon the face or back of the certificate a full statement of such restriction or limitation or (ii) state that the Corporation will furnish such a statement upon request and without charge to any holder of such shares. No certificate shall be issued for any share of stock until such share is fully paid.

Section 30. Notices.

30.1 Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. In the case of stockholders’ meetings the notice may be left at the stockholder’s residence or usual place of business. Notice to directors may also be given by telegram.

30.2 Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or any committee is required to be given under the provisions of the statute or under the provisions of the charter or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of directors or committee in person or by telephone, shall be deemed equivalent to the giving of such notice to such persons.

Section 31. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the Corporation a bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

Section 32. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 33. Closing of Transfer Books. The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than seventy days, and in case of a meeting of stockholders not less than ten

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days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.

Section 34. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

ARTICLE VI

GENERAL PROVISIONS

Section 35. Dividends.

35.1 Dividends upon the capital stock of the Corporation, subject to the provisions, if any, of the articles of incorporation may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

35.2 Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created

Section 36. Annual Statement. The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty days thereafter at the principal office of the Corporation in the Commonwealth of Virginia.

Section 37. Checks. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

Section 38. Fiscal Year. The fiscal year of the Corporation shall be fixed by a resolution of the board of directors.

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Section 39. Seal. The Board of Directors shall have authority to adopt a corporate seal.

Section 40. Stock Ledger. The Corporation shall maintain at its office in the Commonwealth of Virginia an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 41. Indemnification.

41.1 The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

41.2 The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

41.3 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this paragraph.

41.4 Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

Section 42. Amendments.

42.1 The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws, except that the board of directors shall not alter or repeal any bylaws made by the stockholders.

42.2 The stockholders shall have the power, at any annual meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws.

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Section 43. Sole Stockholders and Directors.

43.1 At any time that there shall be only one stockholder of the Corporation, all references herein to the stockholders of the Corporation shall refer to its sole stockholder. For purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders.

43.2 At any time that, pursuant to the provisions hereof, there shall be only one director of the Corporation, all references herein to the directors or board of directors of the Corporation shall refer to its sole director.

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EX-3.4.9

Exhibit 3.4.9

BOWLING GREEN INN OF PENSACOLA, INC

* * * * * * * * *

B Y L A W S

* * * * * * * * *

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office shall be at 8000 Towers Crescent Drive, Suite 1340, Vienna, Virginia 22180.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 3. Place of Meetings. All meetings of stockholders shall be held at the office of the Corporation in Vienna, Virginia, or at such other place within the United States as may be designated by the board of directors from time to time.

Section 4. Annual Meetings. Annual meetings of stockholders shall be held at 10:00 a.m. on a day and at a place as may be determined by the board of directors, at which the stockholders shall elect a board of directors and may transact such other business as may properly be brought before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice.

Section 5. Special Meetings of Stockholders.

5.1 Special meetings of the stockholders may be called by the board of directors or by the President at any time in the interval between annual meetings.

5.2 Except as otherwise provided by law, special meetings of stockholders shall be called by the Secretary upon the written request of the holders of shares entitled to not less than twenty percent of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The Secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing a notice of the meeting, and upon payment to the Corporation of such costs the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to notice of such meeting.

5.3 Not less than ten nor more than sixty (unless otherwise required by Section 13.1-658A of the Virginia Stock Corporation Act) days before the date of every

stockholders’ meeting, the Secretary shall give to each stockholder, if any, entitled to vote at such meeting, and to each stockholder, if any, not entitled to vote who is entitled to notice, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

5.4 Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.

Section 6. Quorum and Action.

6.1 At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

6.2 A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter.

Section 7. Voting. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

Section 8. Action by Written Consent. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the Corporation.

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ARTICLE III

DIRECTORS

Section 9. Number. The number of directors of the Corporation shall be a minimum of one. The number of directors may be increased or decreased from time to time by amendment to these bylaws. For purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect the directors to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the Corporation.

Section 10. Vacancy. Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum; or, in lieu thereof, by the unanimous consent of the stockholders. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors. A director elected by the board of directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

Section 11. Powers. The business and affairs of the Corporation shall be managed under the direction of the board of directors, which may exercise all of the powers of the Corporation, except such as are by law or by the charter or by these bylaws conferred upon or reserved to the stockholders.

Section 12. Removal. At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

Section 13. Meetings.

13.1 Meetings of the board of directors, regular or special, may be held in person or by telephone at any place within or without the Commonwealth of Virginia as the board may from time to time determine.

13.2 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as

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shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

13.3 Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

13.4 Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting. Special meetings may be held at such place or places within or without the Commonwealth of Virginia as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

Section 14. Notice. Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business at least five days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 15. Quorum. At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 16. Action Taken By Written Consent. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 17. Committees.

17.1 The board of directors may appoint, from among its members, an executive committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the board of directors, any or all of the powers of the board of directors in the management of the business and affairs of the Corporation, except the power to declare dividends, to issue stock, to recommend to stockholders any action requiring stockholders’ approval, to amend the

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bylaws or to approve any merger or share exchange which does not require stockholder approval. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to act in the place of such absent member.

17.2 The committees shall keep minutes of their proceedings and shall report the same to the board of directors upon request, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

Section 18. Compensation. Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 19. Executive Officers. The officers of the Corporation shall be chosen by the board of directors and shall be, at a minimum, a president and a secretary. The board of directors may also choose a chairman of the board from among the directors, one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these bylaws to be executed, acknowledged or verified by two or more officers.

Section 20. Selection. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board.

Section 21. Other Officers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 22. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors.

Section 23. Term. The officers of the Corporation shall serve until their successors are chosen and qualify. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If any office becomes vacant for any reason, the vacancy shall be filled by the board of directors.

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Section 24. The President.

24.1 The president shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the board are carried into effect.

24.2 The president shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the Corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

Section 25. Vice-Presidents. The vice-president, if one is elected, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 26. The Secretary and Assistant Secretaries.

26.1 The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He or she shall keep in safe custody the seal of the Corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an assistant secretary.

26.2 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 27. The Treasurer and Assistant Treasurers.

27.1 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors.

27.2 The treasurer shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and

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shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation.

27.3 If required by the board of directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

27.4 The assistant treasurer, if one is appointed, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE V

CAPITAL STOCK

Section 28. Capital Stock. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by him or her in the Corporation. Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the corporate seal.

Section 29. Signatures and Transfer. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Every certificate representing stock issued by a Corporation which is authorized to issue stock of more than one class shall set forth upon the face or back of the certificate, a full statement or summary of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. A summary of such information included in a registration statement permitted to become effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes of this section. In lieu of such full statement or summary, there may be set forth upon the face or back of the certificate a statement that the Corporation will furnish to any stockholder upon request and without charge, a full statement of such information. Every certificate representing shares which are restricted

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or limited as to transferability by the Corporation issuing such shares shall either (i) set forth upon the face or back of the certificate a full statement of such restriction or limitation or (ii) state that the Corporation will furnish such a statement upon request and without charge to any holder of such shares. No certificate shall be issued for any share of stock until such share is fully paid.

Section 30. Notices.

30.1 Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. In the case of stockholders’ meetings the notice may be left at the stockholder’s residence or usual place of business. Notice to directors may also be given by telegram.

30.2 Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or any committee is required to be given under the provisions of the statute or under the provisions of the charter or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of directors or committee in person or by telephone, shall be deemed equivalent to the giving of such notice to such persons.

Section 31. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the Corporation a bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

Section 32. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 33. Closing of Transfer Books. The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than seventy days, and in case of a meeting of stockholders not less than ten

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days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.

Section 34. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

ARTICLE VI

GENERAL PROVISIONS

Section 35. Dividends.

35.1 Dividends upon the capital stock of the Corporation, subject to the provisions, if any, of the articles of incorporation may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

35.2 Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created

Section 36. Annual Statement. The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty days thereafter at the principal office of the Corporation in the Commonwealth of Virginia.

Section 37. Checks. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

Section 38. Fiscal Year. The fiscal year of the Corporation shall be fixed by a resolution of the board of directors.

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Section 39. Seal. The Board of Directors shall have authority to adopt a corporate seal.

Section 40. Stock Ledger. The Corporation shall maintain at its office in the Commonwealth of Virginia an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 41. Indemnification.

41.1 The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

41.2 The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

41.3 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this paragraph.

41.4 Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

Section 42. Amendments.

42.1 The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws, except that the board of directors shall not alter or repeal any bylaws made by the stockholders.

42.2 The stockholders shall have the power, at any annual meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws.

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Section 43. Sole Stockholders and Directors.

43.1 At any time that there shall be only one stockholder of the Corporation, all references herein to the stockholders of the Corporation shall refer to its sole stockholder. For purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders.

43.2 At any time that, pursuant to the provisions hereof, there shall be only one director of the Corporation, all references herein to the directors or board of directors of the Corporation shall refer to its sole director.

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BOWLING GREEN INN OF PENSACOLA, INC

ACTION BY THE BOARD OF DIRECTIONS

BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING

The undersigned Michael W. Beavers and James E. Fay, being all of the Directors of Bowling Green Inn of Pennsacola, Inc., a business corporation organized and existing under the laws of the Commonwealth of Virginia, do hereby consent to and adopt the following resolutions in writing and without a meeting in accordance with Section 13.1-685 of the Virginia Stock Corporation Act.

Resolution Pertaining to the Purchase of

Twelve Oaks, An Alcohol and Drug Recovery Center

WHEREAS, this Corporation is involved in the business of owning, operating and managing substance abuse treatment facilities; and

WHEREAS, this Corporation along with its parent company, Comprehensive Addiction Programs, Inc. (“CAP”), has negotiated with Healthcare International, Inc. (“HII”) and Healthcare Pensacola, Inc. (“HPI”) for the purchase of Twelve Oaks, An Alcohol and Drug Recovery Center (“Twelve Oaks”), located on Healthcare Avenue, Route 1 in Mary Esther, Florida; and

WHEREAS, in order to accomplish the acquisition of Twelve Oaks the appropriate officers of this Corporation must execute and deliver a Purchase and Sale Agreement (the “Agreement”) by and between this Corporation and CAP, on the one hand, and HII and HPI, on the other hand; and

WHEREAS, the undersigned have considered and reviewed the draft Agreement; and

WHEREAS, the acquisition of Twelve Oaks would be in the best interests of this Corporation;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of this Corporation deems it to be in the best interests of the Corporation to execute and deliver the Agreement by and between the Corporation and CAP on the one hand, and HII and HPI, on the other hand; and

FURTHER RESOLVED, that the Agreement be and it hereby is approved in substantially the form (designed as Draft and dated June 15, 1988) presented to this Board of Directors, and that the President or any Vice President of this Corporation is hereby authorized and directed to execute and deliver the Agreement on behalf of this Corporation, with such modifications thereof, and each of them hereby is authorized and directed to take all such further action and to execute and deliver all such further agreements, instruments and documents (“Related Documents”) in the name and on behalf of this Corporation and under its corporate seal or otherwise as in their judgment shall be necessary or advisable in order to fully carry out the intent and accomplish the purposes of the foregoing resolutions; and

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FURTHER RESOLVED, that the President or any Vice President of this Corporation is hereby authorized and directed to negotiate and make such changes to the Agreement and the Related Documents either or both of them deem necessary or desirable; and

FURTHER RESOVLED, that the Secretary or any Assistant Secretary of this Corporation is hereby authorized to affix and attest to the seal of this Corporation on any documents executed pursuant to the foregoing and to execute and deliver any other documents required from the Secretary in connection with the execution and delivery of the Agreement and Related Documents.

IN WITNESS WHEREOF, the undersigned have executed this action of the Board of Directors this 17^th day of June, 1988.

DIRECTORS:

/s/ Michael W. Beavers

Michael W. Beavers

/s/ James E. Fay

James E. Fay

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EX-3.4.10

Exhibit 3.4.10

BOWLING GREEN INN OF SOUTH DAKOTA, INC.

* * * * * * *

B Y L A W S

* * * * * * *

ARTICLE I

OFFICERS

Section 1. Principal Office. The principal office shall be at 8000 Towers Crescent Drive, Suite 1340, Vienna, Virginia 22180.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 3. Place of Meeting. All meetings of stockholders shall be held at the office of the Corporation in Vienna, Virginia, or at such other place within the United States as may be designated by the board of directors from time to time.

Section 4. Annual Meetings. Annual meetings of stockholders shall be held at 10:00 a.m. on a day and at a place as may be determined by the board of directors, at which the stockholders shall elect a board of directors and may transact such other business as may properly be brought before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specifically designated in the notice, except such business as is specifically required by statute to be stated in the notice.

Section 5. Special Meetings of Stockholders.

5.1 Special meetings of the stockholders may be called by the board of directors or by the President at any time in the interval between annual meetings.

5.2 Except as otherwise provided by law, special meetings of stockholders shall be called by the Secretary upon the written request of the holders of shares entitled to not less than twenty percent of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The Secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing a notice of the meeting, and upon payment to the Corporation of such costs the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to notice of such meeting.

5.3 Not less than ten nor more than sixty (unless otherwise required by Section 13.1-658A of the Virginia Stock Corporation Act) days before the date of every stockholders’ meeting, the Secretary shall give to each stockholder, if any, entitled to vote at such meeting, and to each stockholder, if any, not entitled to vote who is entitled to notice, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

5.4 Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.

Section 6. Quorum and Action.

6.1 At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

6.2 A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter.

Section 7. Voting. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

Section 8. Action by Written Consent. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the Corporation.

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ARTICLE III

DIRECTORS

Section 9. Number. The number of directors of the Corporation shall be a minimum of one. The number of directors may be increased or decreased from time to time by amendment to these bylaws. For purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect the directors to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the Corporation.

Section 10. Vacancy. Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum; or, in lieu thereof, by the unanimous consent of the stockholders. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors. A director elected by the board of directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

Section 11. Powers. The business and affairs of the Corporation shall be managed under the direction of the board of directors, which may exercise all of the powers of the Corporation, except such as are by law or by the charter or by these bylaws conferred upon or reserved to the stockholders.

Section 12. Removal. At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

Section 13. Meetings.

13.1 Meetings of the board of directors, regular or special, may be held in person or by telephone at any place within or without the Commonwealth of Virginia as the board may from time to time determine.

13.2 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the

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stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

13.3 Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

13.4 Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting. Special meetings may be held at such place or places within or without the Commonwealth of Virginia as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

Section 14. Notice. Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business at least five days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his post-office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 15. Quorum. At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 16. Action Taken By Written Consent. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 17. Committees.

17.1 The board of directors may appoint, from among its members, an executive committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the board of directors, any or all of the powers of the board of directors in the management of the business and affairs of the Corporation, except the power to declare dividends, to issue stock, to recommend to stockholders any action requiring stockholders’ approval, to amend the bylaws or to approve any merger or share

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exchange which does not require stockholder approval. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a number of the board of directors to act in the place of such absent member.

17.2 The committee shall keep minutes of their proceedings and shall report the same to the board of directors upon request, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

Section 18. Compensation. Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 19. Executive Officers. The officers of the Corporation shall be chosen by the board of directors and shall be, at a minimum, a president and a secretary. The board of directors may also choose a chairman of the board from among the directors, one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these bylaws to be executed, acknowledged or verified by two or more officers.

Section 20. Selection. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board.

Section 21. Other Officers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 22. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors.

Section 23. Term. The officers of the Corporation shall serve until their successors are chosen and qualify. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If any office becomes vacant for any reason, the vacancy shall be filled by the board of directors.

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Section 24. The President.

24.1 The president shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the board are carried into effect.

24.2 The president shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the Corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

Section 25. Vice-Presidents. The vice-president, if one is elected, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 26. The Secretary and Assistant Secretaries.

26.1 The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He or she shall keep in safe custody the seal of the Corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an assistant secretary.

26.2 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 27. The Treasurer and Assistant Treasurers.

27.1 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors.

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27.2 The treasurer shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation.

27.3 If required by the board of directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

27.4 The assistant treasurer, if one is appointed, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE V

CAPITAL STOCK

Section 28. Capital Stock. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by him or her in the Corporation. Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the corporate seal.

Section 29. Signatures and Transfer. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Every certificate representing stock issued by a Corporation which is authorized to issue stock of more than one class shall set forth upon the face or back of the certificate, a full statement or summary of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. A summary of such information included in a registration statement permitted to become effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes of this section. In lieu of such full statement or summary, there may be set forth upon the face or back of the certificate a statement that the Corporation will furnish

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to any stockholder upon request and without charge, a full statement of such information. Every certificate representing shares which are restricted or limited as to transferability by the Corporation issuing such shares shall either (i) set forth upon the face or back of the certificate a full statement of such restriction or limitation or (ii) state that the Corporation will furnish such a statement upon request and without charge to any holder of such shares. No certificate shall be issued for any share of stock until such share is fully paid.

Section 30. Notices.

30.1 Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. In the case of stockholders’ meetings the notice may be left at the stockholder’s residence or usual place of business. Notice to directors may also be given by telegram.

30.2 Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or any committee is required to be given under the provisions of the statute or under the provisions of the charter or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of directors or committee in person or by telephone, shall be deemed equivalent to the giving of such notice to such persons.

Section 31. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the Corporation a bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

Section 32. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 33. Closing of Transfer Books. The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than seventy days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action

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requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.

Section 34. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

ARTICLE VI

GENERAL PROVISIONS

Section 35. Dividends.

35.1 Dividends upon the capital stock of the Corporation, subject to the provisions, if any, of the articles of incorporation may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

35.2 Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 36. Annual Statement. The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty days thereafter at the principal office of the Corporation in the Commonwealth of Virginia.

Section 37. Checks. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

Section 38. Fiscal Year. The fiscal year of the Corporation shall be fixed by a resolution of the board of directors.

Section 39. Seal. The Board of Directors shall have authority to adopt a corporate seal.

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Section 40. Stock Ledger. The Corporation shall maintain at its office in the Commonwealth of Virginia an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 41. Indemnification.

41.1 The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

41.2 The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

41.3 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this paragraph.

41.4 Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

Section 42. Amendments.

42.1 The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws, except that the board of directors shall not alter or repeal any bylaws made by the stockholders.

42.2 The stockholders shall have the power, at any annual meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the Corporation and to make new bylaws.

Section 43. Sole Stockholders and Directors.

43.1 At any time that there shall be only one stockholder of the Corporation, all references herein to the stockholders of the Corporation shall refer to its sole stockholder. For

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purposes of this Section, any stock held jointly with rights of survivorship by two or more individuals shall be deemed to be held by one stockholder; and any stock held by two or more individuals as tenants-in common shall be deemed to be held by such number of individuals each as stockholders.

43.2 At any time that, pursuant to the provisions hereof, there shall be only one director of the Corporation, all references herein to the directors or board of directors of the Corporation shall refer to its sole director.

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EX-3.4.11

Exhibit 3.4.11

CAPS OF VIRGINIA, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in the City of Fairfax, Virginia.

Section 2. The corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Great Falls, Commonwealth of Virginia, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1986, shall be held on the 1st day of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the date, time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the Commonwealth of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the chairman of the board of directors, the president, or the board of directions.

Section 3. Written or printed notice of a special meeting stating the date, time and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Notice of a shareholders’ meeting to act on an amendment of the articles of incorporation; on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five nor more than sixty days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger, or share exchange, or plan of proposed sale of assets.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF SHARES

Section 1. A majority of the votes entitled to be cast on a matter by the voting group constitutes a quorum of that voting group for action on that matter except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless the vote of a greater number of affirmative votes is required by law or the articles of incorporation.

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Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the articles of incorporation or law provides otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be not less than two (2) nor more than seven (7). The number of directors may be fixed or changed within the minimum or maximum by the shareholders or by the board of directors, unless shares have been issued in which case only the shareholders may change the range or switch to a fixed size board. Directors need not be residents of the Commonwealth of Virginia nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of the directors remaining in office.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

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Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the Commonwealth of Virginia, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the Commonwealth of Virginia.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on five (5) business days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of

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incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present there-at may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by each director entitled to vote with respect to the subject matter thereof and included in the minutes or filed with the corporate records reflecting the action taken.

ARTICLE VII

COMMITTEES OF DIRECTORS

Section 1. A majority of the number of directors fixed by the bylaws or otherwise, may create one or more committees and appoint members of the board to serve on the committee or committees. To the extent provided by the board of directors or articles of incorporation, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Each committee shall have two or more members who serve at the pleasure of the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books

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belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

In addition to the above officers, the treasurer or an assistant treasurer may sign in lieu of the secretary or an assistant secretary.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of each certificate, or each certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a

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full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue different series within a class, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or uncertified security to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate or uncertificated security, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of

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any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for the determination of shareholders, such date in any case to be not more than seventy days. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged by voting group and within each voting group by class or series of shares, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal business office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer book or to vote at any meeting of the shareholders.

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ARTICLE II

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in money or other property subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Virginia”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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INDEMNIFICATION

Section 6. The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this section.

Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

ARTICLE III

AMENDMENTS

Section 1. These bylaws may be amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserve this power to the shareholders.

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EX-3.4.12

Exhibit 3.4.12

CARTERSVILLE CENTER, INC.

BYLAWS

ARTICLE I

OFFICES

The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1. Annual Meeting. A meeting of shareholders of the Corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the President or any holder or holders of at least 25 percent of the outstanding capital stock of the Corporation. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3. Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4. Notice. Notice of annual or special shareholders’ meetings stating the place, day and hour of the meeting shall be given in writing not less than 10 nor more than 50 days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof unless the shareholder shall provide written notice to the Corporation prior to the taking of any action by the shareholders at such meeting that his attendance is not to be deemed a waiver of the requirement that such notice be given or of the adequacy of any notice that may have been given to such shareholder. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the Articles of Incorporation, merger or consolidation of the Corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5. Quorum. At all meetings of shareholders a majority of the outstanding shares of stock shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6. Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the Corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and any further requirements of law pertaining to such consents have been complied with.

ARTICLE III

DIRECTORS

3.1. Management. Subject to these bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

3.2. Number of Directors. The Board of Directors shall consist of not fewer than three members unless at any time all of the shares of the Corporation shall be held beneficially and of record by fewer than three shareholders, in which case the number of directors may be fewer than three but not fewer than the number of shareholders; and provided further, that if at least a majority of the outstanding shares of capital stock of the Corporation having the power to vote for the election of directors is owned of record by one shareholder, the shareholders may determine to have only one member of the Board of Directors. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3. Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, by vote of a majority of the remaining directors, though less than a quorum, or by the sole remaining director, as the case may be. Any such director elected to fill a vacancy shall be elected for the unexpired term of the director whose place has become vacant.

3.4. Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any director, on two days’ written notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an

instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at, such meeting shall constitute a waiver of notice thereof.

3.5. Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6. Interested Directors and Officers. An interested director or officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association or other entity which is a party to a contract or transaction with the Corporation. Contracts and transactions between the Corporation and one or more interested directors or officers shall not be void or voidable solely because of the involvement or vote of such interested persons as long as (i) the contract or transaction is approved in good faith by the Board of Directors or appropriate committee by the affirmative vote of a majority of disinterested directors, even if the disinterested directors be less than a quorum, at a meeting of the Board or committee at which the material facts as to the interest of the interested person or persons and the contract or transaction are disclosed or known to the Board or committee prior to the vote; or (ii) the contract or transaction is approved in good faith by the shareholders after the material facts as to the interest of the interested person or persons and the contract or transaction have been disclosed to them; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, committee, or shareholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

4.1. General Provisions. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the Corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

4.2. President. The President shall be the chief executive officer of the Corporation and shall have general and active management of the operation of the Corporation. He shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general and active management of the financial affairs of the Corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the Corporation.

4.3. Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the Corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4. Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or Board of Directors.

4.5. Assistant Officers. Assistants to the Secretary and Treasurer may be appointed by the President or by the Board of Directors and shall have such duties as shall be delegated to them by the President or the Board of Directors.

4.6. Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties as may be delegated by the President or the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1. Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and Secretary and the seal of the Corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be canceled by the Secretary and placed in their original place in the stock book.

5.2. Transfer of Shares. Transfers of shares shall be made on the stock books of the Corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3. Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the share certificates and other appropriate papers.

ARTICLE VII

AMENDMENT

These bylaws may be amended by majority vote of the Board of Directors of the Corporation or by majority vote of the shareholders, provided that the shareholders may provide by resolution that any bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted, or altered by the Board of Directors.

I certify that the foregoing are the true and complete bylaws of the Corporation adopted on this 2nd day. of November, 1998.

/s/ Patricia C. Lewin

Patricia C. Lewin

Corporate Secretary

[SEAL]

EX-3.4.13

Exhibit 3.4.13

BYLAWS OF

CHARLESTON TREATMENT CENTER INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be 1600 Laidley Tower, Charleston, West Virginia, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided. The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

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Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the Meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section l. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

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Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the company and deposit the same to the credit of the company in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

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ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholders or any director of the corporation, under the provisions of these by-laws or under the provisions of the Statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ Patricia Lewin

Patricia Lewin

Dated: March 23, 2000

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EX-3.4.14

Exhibit 3.4.14

BYLAWS OF

CLARKSBURG TREATMENT CENTER INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., Falls School Business Center, 1130 8^th Avenue South, Suite 308, Nashville, Tennessee 37203, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided. The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

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Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the Meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section l. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

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Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the company and deposit the same to the credit of the company in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

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ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholders or any director of the corporation, under the provisions of these by-laws or under the provisions of the Statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass
David R. Gnass, Director
/s/ Karen Krumeich
Karen Krumeich, Director
Dated:	November 28, 2000

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EX-3.4.15

Exhibit 3.4.15

COMPREHENSIVE ADDICTION PROGRAMS, INC.

By-Laws

ARTICLE I

MEETING OF STOCKHOLDERS

SECTION 1.01. Place of Meetings. All meetings of stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors or the officer calling the same shall specify in the respective notices or duly executed waivers of notice of said meetings.

SECTION 1.02. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held on such day of each year as the Board of Directors shall determine and at such place and hour as shall be designated in the notice thereof.

SECTION 1.03. Special Meetings. A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Chairman of the Board, the President, the Board of Directors or the holders of at least 25% of the issued and outstanding shares of stock of the Corporation.

SECTION 1.04. Notice of Meetings. Except as otherwise required by statute or by the Certificate of Incorporation or these By-Laws, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than ten or more than sixty days before the day on which the meeting is to be held, by

delivering a typewritten or printed notice thereof to him personally, or by mailing a copy of such notice, postage prepaid, directly to each such stockholder at his address as it appears in the records of the Corporation, or by transmitting notice thereof to him at such address by telegraph or cable. Every such notice shall state the place and the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting. Except as otherwise provided in these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need be specified in any such waiver of notice. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law.

SECTION 1.05. Quorum. At each meeting of the stockholders of the Corporation, except as otherwise provided by the Certificate of Incorporation or these By-Laws, the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum a majority in interest of the stockholders of the Corporation present in person or represented by proxy and entitled to vote, or, in the absence of a majority of all the stockholders entitled to vote, any officer entitled to preside at, or act as secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

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SECTION 1.06. Organization. At each meeting of the stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(a) the Chairman of the Board;

(b) the President;

(c) any Vice President designated by the Board of Directors to act as chairman at such meeting and preside thereat;

(d) the Secretary;

(e) any other officer of the Corporation designated by the Board of Directors to act as chairman of such meeting and to preside thereat if the Chairman of the Board, the President, the Vice Presidents and the Secretary shall be absent from such meeting; or

(f) a stockholder of record of the Corporation who shall be chosen chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.

The Secretary, or if he shall be presiding over the meeting in accordance with the provisions of this Section 1.06, or if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

SECTION 1.07. Order of Business. The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat.

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SECTION 1.08. Voting. Except as otherwise provided by law or by the Certificate of Incorporation or these By-Laws, at each meeting of the stockholders, every stockholder of the Corporation shall be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation:

(a) on the date fixed pursuant to Section 6.03 of these By-Laws as the record date for the determination of stockholders entitled to vote at such meeting; or

(b) if no such record date shall have been fixed, at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a) if only one votes, his act binds all;

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(b) if more than one vote, the act of the majority so voting binds all; and

(c) if more than one vote, but the vote is evenly split on any particular matter, such shares shall be voted in the manner provided by law.

If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purposes of this Section 1.08 shall be a majority or even-split in interest. The Corporation shall not vote directly or indirectly any share of its own capital stock. Any vote of stock may be given by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, delivered to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. At all meetings of the stockholders, all matters (except where other provision is made by law or by the Certificate of Incorporation or these By-Laws) shall be decided by the vote of a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereon, a quorum being present. Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot. Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

SECTION 1.09. Inspection. The chairman of the meeting may at any time appoint two or more inspectors to serve at any meeting of the stockholders. Any inspector may be removed, and a new inspector or inspectors appointed, by the Board of Directors at any time. Such inspectors shall decide upon the qualifications of voters, accept and count the votes for and

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against the question, respectively, declare the results of such vote, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively. The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested. Before acting as herein provided, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of his ability.

SECTION 1.10. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to any such meeting, during ordinary business hours, for a period of at least ten days prior to such meeting, either at a place within the city where such meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 1.11. Written Consent of Stockholders Without a Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be

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taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.01. General Powers. The business, property and affairs of the Corporation shall be managed by the Board of Directors. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or the Certificate of Incorporation.

SECTION 2.02. Number, Qualification and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be five. Each of the directors of the corporation shall hold office until his successor shall be elected and shall qualify or until his earlier death or resignation or removal in the manner hereinafter provided.

SECTION 2.03. Election of Directors. At each meeting of the stockholders for the election of directors at which a quorum is present, the persons receiving the greatest number of votes of the shares entitled to vote, present in person or represented by proxy, shall be the directors. Unless an election by ballot shall be demanded as provided in Section 1.08 of these By-Laws, election of directors may be conducted in any manner approved at such meeting.

SECTION 2.04. Quorum and Manner of Acting. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting. The

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affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be required for the taking of any action by the Board of Directors. In the absence of a quorum at any meeting of the Board, such meeting, unless it be the first meeting of the Board, need not be held, or a majority of the directors present thereat or, if no director be present, the Secretary may adjourn such meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

SECTION 2.05. Offices, Records, Place of Meetings. The Board of Directors may have an office or offices, keep the books and records of the Corporation and hold meetings at such place or places within or without the State of Delaware, as the Board of Directors may from time to time determine, and as shall be specified or fixed in the respective notices or waivers of notice of such meetings.

SECTION 2.06. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable following each annual election of directors.

SECTION 2.07. Regular Meetings. Regular meetings of the Board of Directors shall be held at such places and at such times as the Board of Directors shall from time to time by resolution determine. Notice of regular meetings of the Board of Directors need not be given.

SECTION 2.08. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Secretary or the President of the Corporation; provided, however, that any one director may direct the Secretary of the Corporation to call a special meeting of the Board of Directors. Notice of each such meeting shall be mailed, by the Secretary to each director, addressed to him at his residence or usual place of business, at least five days before the day on which the meeting is to be held, or shall be sent to him at his

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residence or at such place of business by telegraph or cable, or be delivered personally or by telephone, not later than two days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting but need not state the purposes thereof except as otherwise herein expressly provided. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by telegraph or cable, whether before or after such meeting shall be held, or if he shall be present at such meeting.

SECTION 2.09. Organization. At each meeting of the Board of Directors, the Chairman of the Board, or in the absence of the Chairman of the Board, any director chosen by a majority of the directors present thereat, shall preside. The Secretary, or in his absence, an Assistant Secretary of the Corporation, or in the absence of the Secretary and all Assistant Secretaries, a person whom the chairman of such meeting shall appoint, shall act as Secretary of such meeting and keep the minutes thereof.

SECTION 2.10. Order of Business. At all meetings of the Board of Directors business shall be transacted in the order determined by the Board of Directors.

SECTION 2.11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors or such committee.

SECTION 2.12. Telephone, etc. Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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SECTION 2.13. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board of Directors caused by any such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

SECTION 2.14. Resignation. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Chairman of the Board or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall take effect when accepted by action of the Board of Directors. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 2.15. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, disqualification, an increase in the number of directors or any other cause, may be filled by a majority vote of the remaining directors then in office, or by a sole remaining director, or by the stockholders of the Corporation at the next annual meeting or any special meeting called for the purpose and each director so elected shall hold office until his earlier resignation or removal or until his successor shall be elected and qualified.

SECTION 2.16. Compensation. Each director, in consideration of his serving as such, shall be entitled to receive from the Corporation such amount per annum or such fees for

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attendance at directors’ meetings, or both, as the Board of Directors shall from time to time determine. The Board of Directors may likewise provide that the Corporation shall reimburse each director or member of a committee for any expenses incurred by him on account of his attendance at any such meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving proper compensation therefor.

SECTION 2.17. Indemnification of Directors and Officers. The Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director, officer, employee or agent is proper under the circumstances. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the

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Corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from that Corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

ARTICLE III

COMMITTEES

The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more directors of the corporation, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.

ARTICLE IV

OFFICERS

SECTION 4.01. Number. The principal officers of the Corporation shall be a Chairman of the Board, President, one or more Vice Presidents (the number thereof to be

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determined by the Board of Directors and one or more of whom may be designated as Executive or Senior Vice Presidents), a Secretary and a Treasurer. In addition, there may be such subordinate officers, agents and employees as may be appointed in accordance with the provisions of Section 4.03. Any two or more offices may be held by the same person.

SECTION 4.02. Election, Qualifications and Term of Office. Each officer of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03, shall be elected annually by the Board of Directors, and shall hold office until his successor shall have been duly elected and qualified, or until his death, or until he shall have resigned or shall have been removed in the manner herein provided.

SECTION 4.03. Subordinate Officers. The Corporation may have such subordinate officers, agents and employees as the Board of Directors may deem necessary, including one or more Assistant Secretaries, one or more Assistant Treasurers, a Comptroller and one or more Assistant Comptrollers, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors or the Chairman of the Board may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint or remove any such subordinate officers, agents or employees.

SECTION 4.04. Removal. Any officer may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors or, except in case of any officer elected by the Board of Directors, by any officer upon whom the power of removal may be conferred by the Board of Directors.

SECTION 4.05. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein

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or, if the time when it shall become effective shall not be specified therein, then it shall take effect when accepted by action of the Board of Directors. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for regular election or appointment to such office.

Section 4.07. Chairman of the Board. The Chairman of the Board shall be the chief executive and administrative officer of the Corporation and shall preside at all meetings of the Board of Directors and stockholders. The Chairman of the Board shall possess the same power as the President to sign or countersign all certificates, contracts and other instruments of the Corporation and to conduct the management of the business of the Corporation. In addition, he shall perform all duties and have such responsibilities as from time to time may be determined by the Board of Directors.

SECTION 4.08. President. The President shall be the chief operating officer of the Corporation and shall have general and active management of the business of the Corporation and supervision of the other officers, agents and employees of the Corporation. He shall perform all duties and have such responsibilities as from time to time may be determined by the Board of Directors.

SECTION 4.09. Vice President. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or the President.

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SECTION 4.10. Secretary. The Secretary shall:

(a) record and keep or cause to be kept in one or more books provided for the purpose, the minutes of the meetings of the Board, the committees of the Board and the stockholders;

(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c) be custodian of all records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a fascimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

SECTION 4.11. The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds to the credit of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these By-Laws, he shall disburse the funds of the Corporation as may be ordered by the Board of Directors, making proper vouchers for such disbursements, and shall render to the Board of Directors, whenever the Board may require him so to do, and shall present at the annual meeting of the stockholders, a statement of all his

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transactions as Treasurer; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

SECTION 4.12. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and none of such officers shall be prevented from receiving a salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 5.01. Execution of Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances, and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

SECTION 5.02. Loans. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors. Such authority may be general or confined to specific instances. When so authorized the officer or officers thereunto authorized may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidence of indebtedness of the Corporation and, when authorized as aforesaid, as security for the payment of any and all loans, advances, indebtedness

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and liabilities of the Corporation, may mortgage, pledge, hypothecate or transfer any real or personal property at any time owned or held by the Corporation and to that end execute instruments of mortgage or pledge or otherwise transfer such property.

SECTION 5.03. Checks, Drafts; Etc. All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts and insurance certificates of the Corporation, shall be signed or endorsed by such officer or officers, agent or agents, attorney or attorneys, employee or employees, of the Corporation as shall from time to time be determined by resolution of the Board of Directors.

SECTION 5.04. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may from time to time designate, or as may be designated by an officer or officers or agent or agents of the Corporation to whom such power may be delegated by the Board of Directors for the purpose of such deposit and for the purpose of collection for the account of the Corporation, all checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed, assigned and delivered by any officer of the Corporation or in such other manner as may from time to time be determined by resolution of the Board of Directors.

SECTION 5.05. Proxies in Respect of Securities of Other Corporations. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, or the President may from time to time appoint an attorney or attorneys, or agent or agents, of the Corporation, in the name and on behalf of the Corporation to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other

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corporation any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or, to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VI

BOOKS AND RECORDS

SECTION 6.01. Place. The books and records of the Corporation may be kept at such places within or without the State of Delaware, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

SECTION 6.02. Addresses of Stockholders. Each stockholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served upon or mailed to him, and if any stockholder shall fail to designate such address, corporate notices may be served upon him by mail, postage prepaid, to him at his post office address last known to the Secretary of the Corporation, or by transmitting a notice thereof to him at such address by telegraph or cable.

SECTION 6.03. Fixing of a Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or at any adjournment thereof, or to express consent to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or

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allotment of any rights, or entitled to exercise any rights in respect of any exchange or conversion of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, the record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no such record date shall be fixed by the Board of Directors, the record date for determining stockholders for any purpose other than entitlement to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the Board of Directors shall adopt the resolution relating thereto. The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders, if not fixed by the Board of Directors, shall be at the close of business on the date next following the day on which notice is given, or if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

ARTICLE VII

SHARES AND THEIR TRANSFER

SECTION 7.01. Certificates of Stock. Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation and designating the class of stock to which such shares belong, which shall otherwise be in such form as the Board of Directors shall prescribe. Each such certificate shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate had not ceased to be such officer or officers of the Corporation.

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SECTION 7.02. Record. A record shall be kept of the name of the person, firm or corporation owning the stock represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, and the date thereof, and, in the case of cancellation, the date of cancellation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

SECTION 7.03. Transfer of Stock. Transfer of shares of the stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on the surrender of the certificate or certificates for such shares properly endorsed.

SECTION 7.04. Lost, Destroyed or Mutilated Certificates. In case of the alleged loss or destruction or the mutilation of a certificate representing capital stock of the Corporation, a new certificate may be issued in place thereof, in the manner and upon such terms as the Board of Directors may prescribe.

ARTICLE VIII

DIVIDENDS AND RESERVES

The Board of Directors may, from time to time, determine whether any, and, if any, what part of the net profits of the Corporation, or of its net assets in excess of its capital, available therefor pursuant to law and to the Certificate of Incorporation, shall be declared by it as dividends on the stock of the Corporation. The Board of Directors may, in its discretion, in

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lieu of declaring any such dividend, use and apply any of such net profits or net assets as a reserve for working capital, to meet contingencies, for the purpose of maintaining or increasing the property or business of the Corporation or for any other lawful purpose which it may think conducive to the beat interests of the Corporation.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and the words and figures “Corporate Seal 1984, Delaware”.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be from October 1 through September 30, and shall be subject to change by the Board of Directors.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice whatever is required to be given by statute, these By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE XII

AMENDMENTS

These By-Laws may be altered, amended or repealed by the vote of a majority of the whole Board of Directors, subject to the power of the holders of a majority of the outstanding stock of the Corporation entitled to vote in respect thereof, by their vote given at an annual meeting or at any special meeting, to alter, amend or repeal any By-Law made by the Board of Directors.

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PROPOSED AMENDMENT TO CORPORATE BY-LAWS

OF

COMPREHENSIVE ADDICTION PROGRAMS, INC.

AUGUST 22, 1990

PURSUANT to Article XIII of the Bylaws of Comprehensive Addiction Programs, Inc. (the “Corporation”), the Board of Directors hereby amends the Bylaws of the Corporation to include Article XIII which shall read as follows:

ARTICLE XIII

FACILITY GOVERNING BODY

A Facility Governing Body shall be the appointed body to operate the facility owned by the Corporation under the authority granted by the Board of Directors of the Corporation. Each such Governing Body shall have its own set of Bylaws entitled “Governing Body Bylaws”.

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COMPREHENSIVE ADDICTION PROGRAMS, INC.

AMENDMENT

TO

BY-LAWS

The following amendments to the By-Laws of Comprehensive Addiction Programs, Inc., were duly approved by the unanimous written consent of the Directors of the Corporation (as required by ARTICLE EIGHTH, Section 1 of the Third Restated Certificate of Incorporation), and by holders of at least 75% of the issued and outstanding shares of all Series of Preferred Stock of the Corporation (voting as one class) (as required by Section 9.3 of the Purchase and Amendatory Agreement dated December 10, 1987)

1. ARTICLE II, Section 2.02: The first sentence is hereby deleted and the following, sentence is hereby substituted in lieu thereof:

The number of directors that shall constitute the whole Board of Directors shall be five; provided, however, that during any time that the President and Chief Operating Officer of the Corporation would not otherwise be serving on a five-person Board of Directors, the number of directors that shall constitute the whole Board of Directors shall be seven.

2. Wherever the title “Chairman of the Board” appears, the words “and Chief Executive Officer” are added and wherever the title “President” appears, the words “and Chief Operating Officer” are added.

ATTEST:	COMPREHENSIVE ADDICTION PROGRAMS, INC.
/s/ Illegible	By:	/s/ Michael W. Beavers
Asst Secretary		Michael W. Beavers,
		President

[SEAL]

Dated: February 10, 1989

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EXHIBIT B

COMPREHENSIVE ADDICTION PROGRAMS, INC.

AMENDMENT

TO

BY-LAWS

The following amendments to the By-Laws of Comprehensive Addiction Programs, Inc., were duly approved by the unanimous written consent of the Directors of the Corporation (as required by ARTICLE EIGHTH, Section 1 of the Third Restated Certificate of Incorporation), and by holders of at least 75% of the issued and outstanding shares of all Series of Preferred Stock of the Corporation (voting as one class) (as required by Section 9.3 of the Purchase and Amendatory Agreement dated December 10, 1987)

1. ARTICLE II, Section 2.02: The first sentence is hereby deleted and the following sentence is hereby substituted in lieu thereof:

The number of directors that shall constitute the whole Board of Directors shall be five: provided, however, that during any time that the President and Chief Operating Officer of the Corporation would not otherwise be serving an a five-person Board of Directors, the number of directors that shall constitute the whole Board of Directors shall be seven.

2. Wherever the title “Chairman of the Board” appears, the words “and Chief Executive Officer” are added and wherever the title “President” appears, the words “and Chief Operating Officer” are added.

ATTEST:	COMPREHENSIVE ADDICTION PROGRAMS, INC.
/s/ Illegible	By:	/s/ Michael W. Beavers
Asst Secretary		Michael W. Beavers,
		President

[SEAL]

Dated:                     , 1989

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EX-3.4.16

Exhibit 3.4.16

BY-LAWS

ARTICLE I

IDENTIFICATION

Section 1 — Name.

The name of the corporation shall be CORAL HEALTH SERVICES, INC. (hereinafter referred to as the “corporation”).

Section 2 — Seal.

The corporation shall have a corporate seal which shall be as follows: A circular disc, on the outer margin of which shall appear the corporate name and State of Incorporation, with the words “Corporate Seal” through the center, so mounted that it may be used to impress these words in raised letters upon paper. The Secretary shall be in charge of the seal.

Section 3 — Fiscal Year.

The fiscal year of the corporation shall begin at the beginning of the first day of January and end at the close of the last day of December next succeeding.

ARTICLE II

CAPITAL STOCK

Section 1 — Consideration for Shares.

The Board of Directors shall cause the corporation to issue the capital stock of the corporation for such consideration as has been fixed by such board in accordance with the provisions of the Articles of Incorporation.

Section 2 — Payment of Shares.

Subject to the provisions of the Articles of Incorporation, the consideration for the issuance of shares of the capital stock of the corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services actually rendered to, the corporation; provided, however, that the part of the surplus of a corporation which is transferred to capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized to be issued shall have been received by the corporation, or when surplus shall have been transferred to capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payments thereon. In the absence of actual fraud in the transaction, the judgment of the board o£ directors as to the value of such property, labor or services received as consideration, or the value placed by the board of directors upon the corporate assets in the event of a share dividend shall be conclusive. Promissory notes or future services shall not be accepted in payment or part payment of any of the capital stock of the corporation.

Section 3 — Certificates for shares.

The corporation shall issue to each shareholder a certificate signed by the president or a vice-president, and the secretary of the corporation certifying the number of shares owned by

him in the corporation. Where such certificate is also signed by a transfer agent or registrar, the signatures of the president, vice-president or secretary may be facsimiles. The certificate shall state the name of the registered holder, the number of shares represented thereby, the par value of each share or a statement that such shares, have no par value, and whether such shares have been fully paid up. The certificate shall be legibly stamped to indicate the per centum which has been paid up, and as further payments are made thereon, the certificate shall be stamped accordingly.

If the corporation issues more than one class, every certificate issued shall state the kind and class of shares represented thereby, and that a statement of the relative rights, interests, preferences and restrictions of such class, in full, will be furnished by the corporation to any shareholder upon written request and without charge.

Section 4 — Form of Certificates.

The stock certificates to represent the shares of the capital stock of this corporation shall be in such form, not inconsistent with the laws of the State of Indiana, as may be adopted by the board of directors.

Section 5 — Transfer of Stock.

Title to a certificate and to the shares represented thereby can be: transferred only:

(1) By delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby; or

(2) By delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

Section 6 — Closing of Transfer Books.

The transfer books shall be closed for a period of ten days prior to the date set for any meeting of shareholders, and during such period no new certificate of stock shall be issued by this corporation and no change or transfer shall be made upon the records thereof.

ARTICLE III

MEETINGS OF SHAREHOLDERS

Section 1 — Place of Meetings.

All meetings of shareholders shall be held within this state and at the principal office of the corporation, unless otherwise provided in the Articles of Incorporation.

Section 2 — Annual Meeting.

The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at ten o’clock in the forenoon of the 2nd Tuesday in June          of each year, if such day is not a legal holiday, and if a holiday, then on the first following day that is not a legal holiday. If for any reason the annual meeting of the shareholders shall not be held at the time and place herein provided, the same may be held at any time thereafter, but not later than five months after the close of each fiscal year of the corporation.

Section 3 — Special Meetings.

Special meetings of the shareholders may be called by the president, by the board of directors, or by shareholders holding not less than one-fourth of all the shares of capital stock outstanding and entitled by the Articles of Incorporation to vote on the business proposed to be transacted thereat.

Section 4 — Notice of Meetings.

A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered or mailed by the secretary or by the officers or persons calling the meeting, to each holder of the capital stock of the corporation at the time entitled to vote, at such address as appears upon the records of the corporation, at least ten days before the date of the meeting. Notice of any such meeting may be waived in writing by any shareholder if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy shall constitute a waiver of notice of such meeting.

Section 5 — Voting at Meetings.

Except as otherwise provided by the provisions of the Articles of Incorporation, every shareholder shall have the right at every shareholders’ meeting of the corporation to one vote for each share of stock standing in his name on the books of the corporation.

No share shall be voted at any meeting:

(1) Upon which an installment is due and unpaid; or

(2) Which shall have been transferred on the books of the corporation within ten days next preceding the date of the meeting; or

(3) Which belongs to the corporation that issued the share.

Section 6 — Proxies.

A shareholder may vote, either in person or by proxy executed in writing by the shareholder or a duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein.

Section 7 — Quorum.

Unless otherwise provided by the Articles of Incorporation, at any meeting of shareholders, a majority of the shares of the capital stock outstanding and entitled by the Articles of Incorporation to vote, represented in person or by proxy, shall constitute a quorum.

Section 8 — Organization.

The president and in his absence, the vice-president, and in their absence any shareholder chosen by the shareholders present, shall call meetings of the shareholders to order and shall act as chairman of such meetings, and the secretary of the company shall act as secretary of all meetings of the shareholders. In the absence of the secretary the presiding officer may appoint a shareholder to act as secretary of the meeting.

Section 9 — Written Consent.

Any action required or permitted to be taken at a meeting of the shareholders, may be taken without a meeting if, prior to such action, a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such written consent is filed with the shareholders’ minutes.

ARTICLE IV

BOARD OF DIRECTORS

Section 1 — Board of Directors.

The board of directors shall consist of two members, who shall be elected annually by a majority of the shares represented at the annual meeting of the shareholders. Such directors shall hold office until the next annual meeting of the shareholders and until their successors are elected and qualified. Directors need not be shareholders unless the Articles of incorporation so require.

Section 2 — Duties.

The corporate power of this corporation shall be vested in the board of directors, who shall have the management and control of the business of the corporation. They shall employ such agents and servants as they may deem advisable, and fix the rate of compensation of all agents, employees and officers.

Section 3 — Resignation.

A director may resign at any time by filing his written resignation with the secretary.

Section 4 — Removal.

At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this, section, unless otherwise provided in the Articles of Incorporation. Any or all of the members of the board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote, at an election of directors.

Section 5 — Vacancies.

In case of any vacancy in the board of directors through death, resignation, removal or other cause, the remaining directors by the affirmative vote of a majority thereof may elect a successor to fill such vacancy until the next annual meeting and until his successor is elected and qualified. If the vote of the remaining members of the board shall result in a tie, the vacancy shall be filled by shareholders at the annual meeting or a special meeting called for the purpose. Shareholders shall be notified of the name, address, principal occupation and other pertinent information about any director elected by the board of directors to fill any vacancy.

Section 6 — Annual Meetings.

The board of directors shall meet each year immediately after the annual meeting of the shareholders, at the place where such meeting of the shareholders has been held, for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of officers may be had at any subsequent meeting of the- board specifically called in the manner provided in Section 7 following.

Section 7 — Other Meetings.

Other meetings of the board of directors may be held upon the call of the president, or of two or more members of the board of directors, at any place within or without the State of Indiana, upon forty-eight hours’ notice, specifying the time, place and general purposes of the meeting, given to each director, either personally, by mailing, or by telegram. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent directors, either by written instrument or by telegram.

Section 8 — Quorum.

At any meeting of the board of directors, the presence of a one-third of the total number of directors shall constitute a quorum for the transaction of any business except the filling of the vacancies in the board of directors.

Section 9 — Organization.

The president and in his absence the vice-president and in their absence any director chosen by the directors present, shall call meetings of the board of directors to order, and shall act as chairman of such meetings. The secretary of the company shall act as secretary of the board of directors, but in the absence of the secretary the presiding officer may appoint any director to act as secretary of the meeting.

Section 10 — Order of Business.

The order of business at all meetings of the board of directors shall be as follows:

(1) Roll call,

(2) Reading of the minutes of -the preceding meeting and action thereon,

(3) Reports of officers,

(4) Reports of committees,

(5) Unfinished business,

(6) Miscellaneous business,

(7) New business.

Section 11 — Written Consent.

Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of the proceedings of the board or committee.

ARTICLE V

OFFICERS OF THE CORPORATION

Section 1 — Officers.

The officers of the corporation shall consist of a president, one or more vice-presidents, a secretary and a treasurer. Any two or more offices may be held by the same person, except that

the duties of the president and secretary shall not be performed by the same person. The board of directors by resolution may create and define the duties of other offices in the corporation and shall elect or appoint persons to fill all such offices. Election or appointment of an officer shall not of itself create contract rights.

Section 2 — Vacancies.

Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the corporation, or otherwise, the same shall be filled by the board of directors, and the officer so elected shall hold office until his successor is chosen and qualified.

Section 3 — President.

The president shall preside at all meetings of shareholders and directors, discharge all the duties which devolve upon a presiding officer, and perform such other duties as this code of by-laws provides, or the board of directors may prescribe.

The president shall have full authority to execute proxies in behalf of the corporation, to vote stock owned by it in any other corporation, and to execute, with the secretary, powers of attorney appointing other corporations, partnerships, or individuals the agent of the corporation, all subject to the provisions of The Indiana General Corporation Act of 1929, as amended; the Articles of Incorporation and this code of by-laws.

Section 4 — Vice-President.

The vice-president shall perform all duties incumbent upon the president during the absence or disability of the president, and perform such other duties as this code of by-laws may require or the board of directors may prescribe.

Section 5 — Secretary.

The secretary shall have the custody and care of the corporate seal, records, minutes and stock books of the corporation. He shall attend all meetings of the shareholders and of the board of directors, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the board o£ directors, when required. He shall attend to the giving and serving of all notices of the corporation, shall file and take charge of all papers and documents belonging to the corporation and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe.

Section 6 — Treasurer.

The treasurer shall keep correct and complete records of account, showing accurately at all times, the financial condition of the corporation. He shall be the legal custodian of all moneys, notes, securities and other valuables which may from time to time come into the possession of the corporation. He shall immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depositary to be designated by the board of directors, and shall keep such bank account in the name of the corporation. He shall furnish at meetings of the board of directors, or whenever requested, a statement of the financial condition of the corporation, and shall perform such other duties as this code of by-laws may require or the board of directors may prescribe. The treasurer may be required to furnish bond in such amount as shall be determined by the board of directors.

Section 7 — Delegation of Authority.

In case of the absence of any officer of the corporation, or for any other reason that the board of directors may deem sufficient, the board of directors may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire board of directors concurs therein.

Section 8 — Execution of Documents.

Unless otherwise provided by the board of directors, all contracts, leases, commercial paper and other instruments in writing and legal documents, shall be signed by the president and attested by the secretary. All bonds, deeds and mortgages shall be signed by the president and attested by the secretary. All certificates of stock shall be signed by the president and attested by the secretary.

All checks, drafts, notes and orders for the payment of money shall be signed by those officers or employees of the corporation as the directors may from time to time designate.

Section 9 — Loans to Officers.

No loan of money or property or any advance on account of services to be performed in the future shall be made to any officer or director of the corporation.

ARTICLE VI

CORPORATE BOOKS

Section 1 — Place of Keeping, In General.

Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the corporation or by these by-laws, the books and records of the corporation may be kept at such place or places, within or without the State of Indiana, as the board of directors may from time to time by resolution determine.

Section 2 — Stock Register or Transfer Book.

The original or duplicate stock register or transfer book shall contain a complete and accurate shareholders list, alphabetically arranged, giving the names and addresses of all shareholders, the number and classes of shares held by each, and shall be kept at the principal office of the corporation in the State of Indiana.

ARTICLE VII

AMENDMENTS

Section 1 — Amendments.

By-Laws may be adopted, amended or repealed at any meeting o£ the board of directors by the vote of a majority thereof, unless the Articles of Incorporation provide for the adoption, amendment or repeal by the shareholders, in which event, action thereon may be taken at any meeting of the shareholders by the vote of a majority of the voting shares outstanding.

WRITTEN CONSENT

OF THE SOLE SHAREHOLDER OF

CORAL HEALTH SERVICES, INC.

Dated: May     , 2002

The undersigned, being the sole shareholder of Coral Health Services, Inc., a Wisconsin corporation (the “Corporation”), does hereby adopt the following resolutions as authorized by the Bylaws of the Corporation and Section 180.0704 of the Wisconsin Business Corporation Law:

Amendment to By-laws.

WHEREAS, the Board of Directors of the sole shareholder believes that it is in the best interests of the Corporation and its sole shareholder to amend Section 1 of Article IV of its by-laws to provide that the authorized number of directors be changed to three (3).

WHEREAS, the Board of Directors of the sole shareholder and the sole shareholder believes that it is in the best interest of the Corporation to allow Barry Karlin, the Chief Executive Officer of the Corporation, the authority to sign and execute in the name of the Corporation, any deeds, mortgages, bonds, contracts or other instruments as approved by the Board of Directors.

RESOLVED, that the amendment to increase the number of directors to three (3) in Section 1 of Article N of the by-laws of the Corporation is hereby approved.

RESOLVED FURTHER, that the authority to the Chief Executive Officer to sign and execute in the name of the Corporation any deeds, mortgages; bonds, contracts or other instruments as authorized by the Board of Directors, is hereby approved:

Appointment of New Directors.

WHEREAS, upon the closing of the Stock Purchase Agreement by and among the CRC Health Corporation, the Group Corporations, the Group Partnerships (as defined in the Stock Purchase Agreement) and the Selling Shareholders of the Group Corporations dated February 20, 2002 (the “Stock Purchase Agreement”), the current board of directors of the Corporation shall resign from the board of directors and in connection with the amendment to the by-laws of the Corporation set forth above, three vacancies will exist on the Corporation’s Board of Directors.

RESOLVED, Messrs. Barry Karlin and Phil Herschman and Kathleen Sylvia are hereby appointed to fill such vacancies upon the closing of the Stock Purchase Agreement to serve until his/her successor is duly elected and qualified.

This written consent shall be filed with the Minutes of the proceedings of the Board of Directors and stockholders.

Executed effective this      day of May, 2002.

CRC HEALTH CORPORATION

a Delaware corporation

                /s/ Barry W. Karlin

Barry W. Karlin, Chief Executive Officer

EX-3.4.17

Exhibit 3.4.17

BYLAWS

OF

CRC ED TREATMENT, INC.

ARTICLE I

STOCKHOLDERS

1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer.

1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date to be fixed by the Board of Directors at the time and place to be fixed by the Board of Directors and stated in the notice of the meeting.

1.3 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President or the holders of record of not less than 10% of all shares entitled to cast votes at the meeting, for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place, on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.

1.4 Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required by law (meaning here and hereafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation). The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

1.5 Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present. This list shall determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

1.6 Quorum. Except as otherwise provided by law or these Bylaws, the holders of a majority of the shares of the capital stock of the corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

1.7 Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the Chairman of the meeting or, in the absence of such person, by any officer entitled to preside at or to act as Secretary of such meeting, or by the holders of a majority of the shares of stock present or represented at the meeting and entitled to vote, although less than a quorum. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if anew record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person or may authorize any other person or persons to vote or act for him by written proxy executed by the stockholder or his authorized agent or by a transmission permitted by law and delivered to the Secretary of the corporation. No stockholder may authorize more than one proxy for his shares. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this Section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.

1.9 Action at Meeting. When a quorum is present at any meeting, any election shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election, and all other matters shall be determined by a majority of the votes cast affirmatively or negatively on the matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, a majority of each such class present or represented and voting affirmatively or negatively on the matter) shall decide such matter, except when a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws.

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All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting. The corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as an alternate inspector to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability.

1.10 Stockholder Action Without Meeting. Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the actions so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Prompt notice of the taking of a corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

An electronic transmission consenting to an action to be taken and transmitted by a stockholder, or by a proxy holder or other person authorized to act for a stockholder, shall be deemed to be written, signed and dated for the purpose of this Section 1.10, provided that such electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the electronic transmission was transmitted by the stockholder or by a person authorized to act for the stockholder and (ii) the date on which such stockholder or authorized person transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the books in which proceedings of meetings of stockholders are recorded.

1.11 Meetings by Remote Communication. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in the meeting and be deemed present in person and vote at the meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate

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in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

ARTICLE II

BOARD OF DIRECTORS

2.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.2 Number and Term of Office. The number of directors shall initially be three (3) and, thereafter, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). All directors shall hold office until the expiration of the term for which elected and until their respective successors are elected, except in the case of the death, resignation or removal of any director.

2.3 Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, or by the sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

2.4 Resignation. Any director may resign by delivering notice in writing or by electronic transmission to the President, Chairman of the Board or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

2.5 Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Vacancies in the Board of Directors resulting from such removal may be filled by a majority of the directors then in office, though less than a quorum, by the sole remaining director, or by the stockholders at the next annual meeting or at a special meeting called in accordance with Section 1.3 above. Directors so chosen shall hold office until the next annual meeting of stockholders.

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2.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.7 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or two or more directors and may be held at any time and place, within or without the State of Delaware.

2.8 Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director by (i) giving notice to such director in person or by telephone, electronic transmission or voice message system at least 24 hours in advance of the meeting, (ii) sending a facsimile, or delivering written notice by hand, to his last known business or home address at least 24 hours in advance of the meeting, or (iii) mailing written notice to his last known business or home address at least three days in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

2.9 Participation in Meetings by Telephone Conference Calls or Other Methods of Communication. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.10 Quorum. A majority of the total number of authorized directors shall constitute a quorum at any meeting of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than 1/3 of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or at a meeting of a committee which authorizes a particular contract or transaction.

2.11 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Bylaws.

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2.12 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.13 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation, with such lawfully delegated powers and duties as it therefor confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.

2.14 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

2.15 Nomination of Director Candidates. Subject to the rights of holders of any class or series of Preferred Stock then outstanding, nominations for the election of Directors may be made by (i) the Board of Directors or a duly authorized committee thereof or (ii) any stockholder entitled to vote in the election of Directors.

ARTICLE III

OFFICERS

3.1 Enumeration. The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including, at the discretion of the Board of Directors, a Chairman of the Board and one or more Vice Presidents and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

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3.2 Election. Officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Officers may be appointed by the Board of Directors at any other meeting.

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote appointing him, or until his earlier death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors.

3.6 Chairman of the Board. The Board of Directors may appoint a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to him by the Board of Directors. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the stockholders, and, if he is a director, at all meetings of the Board of Directors.

3.7 President. The President shall, subject to the direction of the Board of Directors, have responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of President or which are delegated to him or her by the Board of Directors. Unless otherwise designated by the Board of Directors, the President shall be the Chief Executive Officer of the corporation. The President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of the Board of Directors and of stockholders. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe. He or she shall have power to sign stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation, other than the Chairman of the Board.

3.8 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the President and when so performing shall have at the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

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3.9 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the Secretary, including, without limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to keep a record of the proceedings of all meetings of stockholders and the Board of Directors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

3.10 Chief Financial Officer. Unless otherwise designated by the Board of Directors, the Chief Financial Officer shall be the Treasurer. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer or the President. In addition, the Chief Financial Officer shall perform such duties and have such powers as are incident to the office of chief financial officer, including without limitation, the duty and power to keep and be responsible for all funds and securities of the corporation, to maintain the financial records of the corporation, to deposit funds of the corporation in depositories as authorized, to disburse such funds as authorized, to make proper accounts of such funds, and to render as required by the Board of Directors accounts of all such transactions and of the financial condition of the corporation.

3.11 Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

3.12 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

ARTICLE IV

CAPITAL STOCK

4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

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4.2 Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of shareholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

4.3 Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, the Certificate of Incorporation or the Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws.

4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5 Record Date. The Board of Directors may fix in advance a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, concession or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

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The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

5.1 Fiscal Year. The fiscal year of the corporation shall be as fixed by the Board of Directors.

5.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3 Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by electronic transmission or any other method permitted under the Delaware General Corporation Law, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice.

5.4 Actions with Respect to Securities of Other Corporations. Except as the Board of Directors may otherwise designate, the Chief Executive Officer or President or any officer of the corporation authorized by the Chief Executive Officer or President shall have the power to vote and otherwise act on behalf of the corporation, in person or proxy, and may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact to this corporation (with or without power of substitution) at any meeting of stockholders or shareholders (or with respect to any action of stockholders) of any other corporation or organization, the securities of which may be held by this corporation and otherwise to exercise any and all rights and powers which this corporation may possess by reason of this corporation’s ownership of securities in such other corporation or other organization.

5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6 Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

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5.7 Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

5.9 Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by facsimile or other electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law, or by commercial courier service. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice shall be deemed to be given shall be the time such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if delivered by hand, facsimile, other electronic transmission or commercial courier service, or the time such notice is dispatched, if delivered through the mails.

5.10 Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

5.11 Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

5.12 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

5.13 Annual Report. For so long as the corporation has fewer than 100 holders of record of its shares, the mandatory requirement of an annual report under Section 1501 of the California Corporations Code is hereby expressly waived.

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ARTICLE VI

AMENDMENTS

6.1 By the Board of Directors. Except as is otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

6.2 By the Stockholders. Except as otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the holders of at least a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any annual meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new Bylaws shall have been stated in the notice of such special meeting.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Law permitted the corporation to provide prior to such amendment) against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 7.2 of this Article VII, the corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Board of Directors of the corporation, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights hereunder shall be contract rights and shall include the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, unless the Delaware General Corporation Law

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then so prohibits, the payment of such expenses incurred by a director or officer of the corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.

7.2 Right of Claimant to Bring Suit. If a claim under Section 7.1 is not paid in full by the corporation within 90 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if such suit is not frivolous or brought in bad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

7.3 Indemnification of Employees and Agents. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of related expenses, to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification of and advancement of expenses to directors and officers of the corporation.

7.4 Non-Exclusivity of Rights. The rights conferred on any person in Sections 7.1 and 7.2 shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

7.5 Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VII.

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7.6 Insurance. The corporation may maintain insurance to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

7.7 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VII by the stockholders and the directors of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such amendment, repeal or modification.

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CERTIFICATE OF SECRETARY

OF

CRC ED TREATMENT, INC.

(a Delaware corporation)

I, Pamela Burke, the Secretary of CRC ED Treatment, Inc., a Delaware corporation (the “Corporation”), hereby certify that the Bylaws to which this Certificate is attached are the Bylaws of the Corporation.

Executed effective on the 25th day of July, 2005.

/s/ Pamela B. Burke

Pamela Burke, Secretary

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EX-3.4.18

Exhibit 3.4.18

BYLAWS

OF

CRC RECOVERY, INC.

		Page
ARTICLE I STOCKHOLDERS		1
Section 1.1.	Annual Meetings	1
Section 1.2.	Special Meetings	1
Section 1.3.	Notice of Meeting	1
Section 1.4.	Quorum	2
Section 1.5.	Organization	2
Section 1.6.	Conduct of Business	2
Section 1.7.	Notice of Stockholder Business	2
Section 1.8.	Proxies and Voting	3
Section 1.9.	Stock List	3
Section 1.10.	Stockholder Action by Written Consent	4
ARTICLE II BOARD OF DIRECTORS		4
Section 2.1.	Number and Term of Office	4
Section 2.2.	Vacancies and Newly Created Directorships	4
Section 2.3.	Removal	4
Section 2.4.	Regular Meetings	5
Section 2.5.	Special Meetings	5
Section 2.6.	Quorum	5
Section 2.7.	Participation in Meetings by Conference Telephone	5
Section 2.5.	Conduct of Business	5
Section 2.9.	Powers	5
Section 2.10.	Action Without Meeting	6
Section 2.11.	Compensation of Directors	6
Section 2.12.	Nomination of Director Candidates	6
ARTICLE III COMMITTEES		7
Section 3.1.	Committees of the Board of Directors	7
Section 3.2.	Conduct of Business	7
ARTICLE IV OFFICERS		7
Section 4.1.	Generally	7
Section 4.2.	Chairman of the Board	8
Section 4.3.	President	8
Section 4.4.	Vice President	8
Section 4.5.	Chief Financial Officer	8
Section 4.6.	Secretary	8
Section 4.7.	Delegation of Authority	9
Section 4.8.	Removal	9
Section 4.9.	Action With Respect to Securities of Other Corporations	9
ARTICLE V STOCK		9
Section 5.1.	Certificates of Stock	9

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Section 5.2.	Transfers of Stock	9
Section 5.3.	Record Date	10
Section 5.4.	Lost, Stolen or Destroyed Certificates	10
Section 5.5.	Regulations	10
ARTICLE VI. NOTICES		10
Section 6.1.	Notices	10
Section 6.2.	Waivers	10
ARTICLE VII MISCELLANEOUS		11
Section 7.1.	Facsimile Signatures	11
Section 7.2.	Corporate Seal	11
Section 7.3.	Reliance Upon Books, Reports and Records	11
Section 7.4.	Fiscal Year	11
Section 7.5.	Time Periods	11
ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS		11
Section 8.1.	Right to Indemnification	11
Section 8.2.	Right of Claimant to Bring Suit	12
Section 8.3.	Indemnification of Employees and Agents	13
Section 8.4	Non-Exclusivity of Rights	13
Section 8.5.	Indemnification Contracts	13
Section 8.6.	Insurance	13
Section 8.7.	Effect of Amendment	13
Section 8.8.	Savings Clause	14
ARTICLE IX AMENDMENTS		14

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BYLAWS

OF

CRC RECOVERY, INC.

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meeting.

An annual meeting of the stockholders of CRC Recovery, Inc. (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months after the organization of the Corporation or after its last annual meeting of stockholders.

Section 1.2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by (a) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), (b) the Chairman of the Board, (c) the President or (d) the holders of shares entitled to cast not less than twenty percent (20%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as they shall fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

Section 1.3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

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Section 1.4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or by the Certificate of Incorporation.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 1.5. Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. The secretary of the meeting shall be such person as the chairman appoints.

Section 1.6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

Section 1.7. Notice of Stockholder Business.

At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) properly brought before the meeting by or at the direction of the Board of Directors, or (c) properly brought before an annual meeting by a stockholder and if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal offices of the Corporation no later than (i) in the case of an annual meeting, ninety (90) days before the anticipated date of the next annual meeting, under the assumption that the next annual meeting will occur on the same calendar day as the day of the most recent annual meeting, and (ii) in the case of a special meeting, ten (10) days prior to date of such meeting. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (1) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or

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special meeting, (2) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (3) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (4) any material interest of the stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this Section 1.7. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 1.7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 1.8. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, and except where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or by his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation or the Bylaws of this Corporation, all other matters shall be determined by a majority of the votes cast.

Section 1.9. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

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Section 1.10. Stockholder Action by Written Consent.

An action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the actions so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Prompt notice of the taking of a corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Number and Term of Office.

The authorized number of directors shall initially be two (2), and, thereafter, the number and term of office shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Section 2.2. Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 2.3. Removal.

Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Vacancies in the Board of Directors resulting form such removal may be filled by (i) a majority of the directors then in office, though less than a quorum, or (ii) the stockholders at a special meeting of the stockholders properly called for that purpose, by the vote of the holders of a plurality of the shares entitled to vote at such special meeting. Directors so chosen shall hold office until the next annual meeting of stockholders.

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Section 2.4. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 2.5. Special Meetings.

Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number), by the Chairman of the Board or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director who does not waive the right to a notice by (i) mailing written notice not less than five (5) days before the meeting, (ii) sending notice one (1) day before the meeting by overnight courier service and two (2) days before the meeting if by overseas courier service, or (iii) by telephoning, telecopying, telegraphing or personally delivering the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, all business may be transacted at a special meeting.

Section 2.6. Quorum.

At any meeting of the Board of Directors, a majority of the total number of authorized directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 2.7. Participation in Meetings by Conference Telephone.

Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 2.9. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

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(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to pass on the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock option, stock purchase, bonus or other compensation playas for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 2.10. Action Without Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 2.11. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 2.12. Nomination of Director Candidates.

Subject to any limitations stated in the Certificate of Incorporation of this Corporation, nominations for the election of directors may be made by the Board of Directors or a proxy committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of directors.

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ARTICLE III

COMMITTEES

Section 3.1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate one or more committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors, to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 3.2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-half of the authorized members shall constitute a quorum unless the committee shall consist of one or two members, in which event all members of the committee shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing. Such written consent or consents shall be filed with the minutes of the proceedings of such committee.

ARTICLE IV

OFFICERS

Section 4.1. Generally.

The officers of the Corporation shall consist of a President, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board, until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.

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Section 4.2. Chairman of the Board.

The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or as provided by these Bylaws.

Section 4.3. President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the general manager and chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and other officers, employees and agents of the Corporation. He shall preside at all meetings of the stockholders. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. He shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized by the Board of Directors.

Section 4.4. Vice President.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents, if any, shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

Section 4.5. Chief Financial Officer.

The Chief Financial Officer shall keep and maintain or cause to be kept and maintained, adequate and correct financial books and records of account of the Corporation in written form or any other form capable of being converted into written form.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall disburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and the Board of Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 4.6. Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes

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shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the General Delaware Corporation Law. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the Corporation’s transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 4.7. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.8. Removal.

Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 4.9. Action With Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to away action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

STOCK

Section 5.1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and the Secretary, an Assistant Secretary or the Chief Financial Officer, certifying the number of shares owned by him or her. Any or all the signatures on the certificate may be facsimile.

Section 5.2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 5.4 of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 5.3. Record Date.

The Board of Directors may fix a record date, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

Section 5.4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5.5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

Section 6.1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram, mailgram or commercial courier service. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at this last known address as the same appears on the books of the Corporation. The time when such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if hand delivered, or dispatched, if delivered through the mails or by telegram, courier or mailgram, shall be the time of the giving of the notice.

Section 6.2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice for such meeting, except when the person attends a meeting for the express purpose of objecting, and does in fact object, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE VII

MISCELLANEOUS

Section 7.1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Chief Financial Officer or by an Assistant Secretary or other officer designated by the Board of Directors.

Section 7.3. Reliance Upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser.

Section 7.4. Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 7.5. Time Periods.

In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal

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representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if required by the General Corporation Law of Delaware, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Proceeding, shall be made only upon delivery to the Corporation of undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.

Any indemnification as provided herein (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of a director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of Delaware. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 8.2. Right of Claimant to Bring Suit.

If a claim under Section 8.1 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General

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Corporation Law of Delaware for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.3. Indemnification of Employees and Agents.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of related expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification of and advancement of expenses to directors and officers of the Corporation.

Section 8.4. Non-Exclusivity of Rights.

The rights conferred on any person by Sections 8.1, 8.2 and 8.3 shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provisions of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 8.5. Indemnification Contracts.

The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in this Article VIII.

Section 8.6. Insurance.

The Corporation may maintain insurance, at its expense, to, protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under Delaware General Corporation law.

Section 8.7. Effect of Amendment.

Any amendment, repeal or modification of any provision of this Article VIII by the stockholder or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

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Section 8.8. Savings Clause.

If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE IX

AMENDMENTS

The Board of Directors is expressly empowered to adopt, amend, alter or repeal Bylaws of the Corporation, subject to the right of the stockholders to adopt, amend, alter or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board). The stockholders shall also have power to adopt, amend, alter or repeal the Bylaws of the Corporation.

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CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of CRC Recovery, Inc., a Delaware corporation (the “Corporation”), and that the foregoing Bylaws, comprising fifteen (15) pages, constitute the Bylaws of the Corporation as duly adopted on September 6, 1995, by the written consent of the Board of Directors of the Corporation.

IN WITNESS WHEREOF, I have subscribed my name on September 6, 1995.

/s/ Illegible

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EX-3.4.19

Exhibit 3.4.19

BY-LAWS

OF

EAST INDIANA TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Indiana (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be          (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Incorporator certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: August 15, 1994

/s/ Patricia A. Lewin

Patricia A. Lewin

Corporate Secretary

                        [SEAL]

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EX-3.4.20

Exhibit 3.4.20

BY-LAWS

OF

EVANSVILLE TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Indiana (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be          (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Incorporator certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: June 23, 1994

/s/ Patricia A. Lewin

Patricia A. Lewin

Corporate Secretary

                            [SEAL]

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EX-3.4.21

Exhibit 3.4.21

GALAX TREATMENT CENTER, INC.

* * * * * *

BY-LAWS

* * * * * *

ARTICLE I

OFFICES

Section l. The registered office shall be located in the City of Fairfax, Virginia.

Section 2. The corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Great Falls, Commonwealth of Virginia, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1986, shall be held on the 1st day of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the date, time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the Commonwealth of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the chairman of the board of directors, the president, or the board of directors.

Section 3. Written or printed notice of a special meeting stating the date, time and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Notice of a shareholders’ meeting to act on an amendment of the articles of incorporation; on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five nor more than sixty days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger, or share exchange, or plan of proposed sale of assets.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF SHARES

Section 1. A majority of the votes entitled to be cast on a matter by the voting group constitutes a quorum of that voting group for action on that matter except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the

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shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless the vote of a greater number of affirmative votes is required by law or the articles of incorporation.

Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the articles of incorporation or law provides otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be not less than two (2) nor more than seven (7). The number of directors may be fixed or changed within the minimum or maximum by the shareholders or by the board of directors, unless shares have been issued in which case only the shareholders may change the range or switch to a fixed size board. Directors need not be residents of the Commonwealth of Virginia nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

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Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of the directors remaining in office.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the Commonwealth of Virginia, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the Commonwealth of Virginia.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

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Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on five (5) business days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by each director entitled to vote with respect to the subject matter thereof and included in the minutes or filed with the corporate records reflecting the action taken.

ARTICLE VII

COMMITTEES OF DIRECTORS

Section 1. A majority of the number of directors fixed by the bylaws or otherwise, may create one or more committees and appoint members of the board to serve on the committee or committees. To the extent provided by the

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board of directors or articles of incorporation, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Each committee shall have two or more members who serve at the pleasure of the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

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Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

In addition to the above officers, the treasurer or an assistant treasurer may sign in lieu of the secretary or an assistant secretary.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of each certificate, or each certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue different series within a class, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

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Section 2. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificates shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or uncertified security to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate or uncertificated security, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for the determination of shareholders, such date

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in any case to be not more than seventy days. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged by voting group and within each voting group by class or series of shares, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal business office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer book or to vote at any meeting of the shareholders.

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ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in money or other property subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “corporate Seal, Virginia”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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INDEMNIFICATION

Section 6. The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person, who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this section.

Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserve this power to the shareholders.

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EX-3.4.22

Exhibit 3.4.22

BYLAWS OF

GREENBRIER TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 37219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the

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corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: [Illegible]

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EX-3.4.23

Exhibit 3.4.23

BYLAWS OF

HUNTINGTON TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., Falls School Business Center, 1130 8th Avenue South, Suite 308, Nashville, Tennessee 37203, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

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Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: 6/22/01

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EX-3.4.24

Exhibit 3.4.24

BY-LAWS

OF

INDIANAPOLIS TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Indiana (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be two (2), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

AR’ITCLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Secretary certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: September 16, 1992

/s/ Patricia A. Lewin

Patricia A. Lewin

Corporate Secretary

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EX-3.4.25

Exhibit 3.4.25

BYLAWS

OF

JAYCO ADMINISTRATION, INC.

1. OFFICES

1.01 Registered Office. The registered office of the corporation shall be located at 3418 Costa Verde, Las Vegas, County of Clark, State of Nevada 89146.

1.02 Other Offices. In addition to the registered office, other offices may also be maintained by such other place or places, either within or without the State of Nevada, as may be designated from time to time by the board of directors, where any and all business of the corporation may be transacted, and where meetings of the shareholders and the directors may be held with the same effect as though done or held at said registered office.

2. MEETING OF SHAREHOLDERS

2.01 Annual Meetings. The annual meeting of the shareholders, commencing with the year 2001, shall be held at the registered office of the corporation, or at such other place as may be specified or fixed in the notice of such meetings in the month of or the month preceding the due date of the annual list of the officers and directors of the corporation at such time as the shareholders shall decide, for the election of directs and for the transaction of such other business as may properly come before said meeting.

2.02 Notice of Annual Meetings. Unless notice is waived by the shareholders, the secretary shall mail, in the manner provided in Section 2.05 of these bylaws, or deliver a written or printed notice of each annual meeting to each shareholder of record, entitled to vote threat, or may notify by telegram, at least ten and not more than sixty days before the date of such meeting.

2.03 Place of Meeting. The board of directors may designate any place either within or without the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be other called, the place of the meeting shall be the registered office of the corporation in the State of Nevada, except as otherwise called, the place of meeting shall be the registered office of the corporation in the State of Nevada, except as otherwise provided in Section 2.06 of these bylaws, entitled “Meeting Without Notice.”

2.04 Special Meetings. Special Meetings of the shareholders shall be held at the registered office of the corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the shareholders may be called at any time by the president or secretary, or by a majority of the board of directors then in office, and shall be called by the president with or without board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the corporation then outstanding and entitled to vote, which written request shall state the object of such meeting.

2.05 Notice of Meetings. Unless waived by the shareholders, written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage prepaid. Notwithstanding the above, if either notice of two consecutive annual meetings and notice of all meetings and actions taken by shareholder consent in the interim or two payments of dividends or interest on securities sent by first class mail during a twelve month period are returned as undeliverable, the giving of further notices is not required. In that event, any action taken without notice to the shareholder shall be deemed to have been taken with notice to the shareholder.

Any shareholder may at any time, by a duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement be signed before or after such meeting.

2.06 Meeting Without Notice. If all the shareholders shall meet at any time and place, either within or without the State of Nevada, and consent to the holding of the meeting at such time and place, such meting shall be valid without call or notice and at such meeting any corporate action may be taken.

2.07 Quorum and Shareholder Acts. At all shareholders’ meetings, the presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one (21) days later, and the secretary shall thereupon give at least three days notice by mail to each shareholder entitled to vote who is absent from such meeting. Except where a higher percentage is expressly required by the bylaws or by law, an act of the holders of the majority of voting shares that are present at a meeting is an act of the shareholders.

2.08 Mode of Voting. At all meetings of the shareholders the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by him and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statue for any particular case shall be in such case followed.

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2.09 Proxies. At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. Execution may be accomplished by the signing of the writing by the shareholder or other persons authorized to sign on his behalf, or by causing the signature of the shareholder to be made by any reasonable means including, but not limited to, a facsimile signature. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. Additionally, a shareholder may designate a proxy by transmission of a telegram or cablegram that sets forth sufficient information to determined that the transmission was authorized by the shareholder. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation. At o time shall any proxy be valid which shall be filed less than ten hours before the commencement of the meeting.

2.10 Voting Lists. The office or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

2.11 Closing Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice or to vote for any meeting of shareholders, the board of directors of the corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining shareholders entitled to notice of a meeting of shareholders, such books shall be closed for at least fifteen days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix, in advance, a date in any case to be not more than sixty (60) days, nor less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date of which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determinations of shareholders.

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2.12 Voting of Shares. Subject to the provisions of Section 2.14, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

2.13 Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provisions, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this corporations shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

2.14 Election of Directors. Directors shall be elected by a majority vote. At each election of directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. A shareholder does not have a right to cumulate his vote for any one director. A shareholder may only cast a vote for each director to be elected which does not exceed the number of shares owned by that shareholder. Directors of this corporation shall not be elected otherwise.

2.15 Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders or any other action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.

2.16 Attendance by Conference Call. Shareholders may participate in a meeting of shareholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Attendance by this method shall constitute presence in person at the meeting.

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3. DIRECTORS

3.01 General Powers. The board of directors shall have the control and general management of the affairs and business of the corporation. Such directors shall in all cases act as a board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these bylaws, the Articles of Incorporation and the laws of the State of Nevada. The board of directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these bylaws.

3.02 Number of Directors. The affairs and business of this corporation shall be managed by a board of directors consisting of at least one member who must be at least eighteen (18) years old.

3.03 Election. The directors of the corporation shall be elected at the annual meeting of the shareholders, except as hereinafter otherwise provided for the filling of vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

3.04 Vacancies in the Board. Any vacancy in the board of directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of directors, shall be filled for the unexpired portion of the director’s term by the remaining directors. A majority of the remaining directors shall constitute a quorum, at any special meeting of the board called for the purpose of filing a vacancy on the board, or at any regular meeting thereof.

3.05 Directors Meetings. The annual meeting of the board of directors shall be held each year immediately following the annual meeting of the shareholders. Other regular meetings of the board of directors shall from time to time by resolution be prescribed. No further notice of such annual or regular meeting of the board of directors nee be given.

3.06 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the board of directors called by them.

3.07 Notice. Notice of any special meeting shall be given at least twenty-four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be

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delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.08 Chairman. At all meetings of the board of directors, the president shall serve as chairman, or in the absence of the president, the directors present shall choose by majority vote a director to preside as chairman.

3.09 Quorum and Manner of Acting. A majority of the directors shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors. In the absence of a quorum, the majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such. Directors may participate in the meeting by telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

3.10 Removal of Directors. Any one or more of the directors may be removed either with or without cause at any time by the vote or written consent of the shareholders representing two-thirds of the issued and outstanding capital stock entitled to voting power. However, if cumulative voting is provided under Section 2.14, a particular director may not be removed if any shareholder who has the ability to elect the director does not consent to his removal.

3.11 Voting. At all meetings of the board of directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold.

3.12 Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board, and may be paid a fixed sum for attendance at meetings for a stated salary of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

3.13 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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4. EXECUTIVE COMMITTEE

4.01 Number and Election. The board of directors may, in its discretion, appoint from its membership one or more Executive Committee(s). Each committee shall include at least one director and may include natural persons who are not directors. Each committee member shall serve at the pleasure of the board of directors.

4.02 Authority. An Executive Committee is authorized to take any action which the board of directors could take, except that an Executive Committee shall not have the power either to issue or authorize the issuance of shares of capital stock, to amend the bylaws, or to take any action specifically prohibited by the bylaws, or a resolution of the board of directors. Any authorized action taken by an Executive Committee shall be as effective as if it had been taken by the full board of directors.

4.03 Regular Meetings. Regular meetings of an Executive Committee may be held within or without the State of Nevada at such time and place as the Executive committee may provide from time to time.

4.04 Special Meetings. Special meetings of an Executive Committee may be called by or at the request of the president or any member of the Executive Committee.

4.05 Notice. Notice of any special meeting shall be given at least one day previous thereto by written notice, telephone, telegram or in person. Neither the business to be transacted, nor the purpose of a regular or special meeting of an Executive Committee need be specified in the notice or waiver of notice of such meeting. A member may waive notice of any meeting of an Executive Committee. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.06 Quorum. A majority of the members of an Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee; provided that if fewer than a majority of the members are present at said meeting a majority of the members present may adjourn the meeting from time to time without further notice.

4.07 Manner of Acting. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of an Executive Committee, and said Committee shall keep regular minutes of its proceedings which shall at all times be open for inspection by the board of directors. Members of an Executive Committee may participate in a meeting by telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

4.08 Presumption of Assent. A member of an Executive Committee who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall

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be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified or registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member of an Executive Committee who voted in favor of such action.

5. OFFICERS

5.01 Number. The officers of the corporation shall be a president, a treasurer and a secretary and such other or subordinate officers as the board of directors may from time to time elect. One person may hold the office and perform the duties of one or more of said officers. No officer need be a member of the board of directors.

5.02 Election, Term of Office, Qualifications. The officers of the corporation shall be chosen by the board of directors and they shall be elected annually at the meeting of the board of directors held immediately after each annual meeting of the shareholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold his office until his successor has been duly chosen and has qualified, or until his death, or until he resigns or has been removed in the manner hereinafter provided.

5.03 Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors at any time whenever in its judgment the best interests of the corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.04 Vacancies. All vacancies in any office shall be filed by the board of directors without undue delay, at any regular meeting, or at a meeting specially called for that purpose.

5.05 President. The president shall be the chief executive officer of the corporation and shall have general supervision over the business of the corporation and over its several officers, subject, however, to the control of the board of directors. He may sign, with the treasurer or with the secretary or any other proper officer of the corporation authorized by the board of directors, certificates for shares of the capital stock of the corporation; may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts or other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation; and in general shall perform all duties incident to the duties of the president, and such other duties as from time to time may be assigned to him by the board of directors.

5.06 Vice President. If the board elects a vice president, such vice president shall in the absence or incapacity of the president, or as ordered by the board of directors, perform the duties of the president, or such other duties or functions as may be given to him by the board of directors from time to time.

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5.07 Treasurer. The treasurer shall have the care and custody of all the funds and securities of the corporation and deposit the same in the name of the corporation in such bank or trust company as the board of directors may designate; he may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the board of directors, and may sign or countersign all notes or other obligations of indebtedness of the corporation; he may sign with the president or vice president, certificates for shares of stock of the corporation; he shall at all reasonable times exhibit the books and accounts to any director or shareholder of the corporation under application at the office of the company during business hours; and he shall, in general, perform all duties as from time to time may be assigned to him by the president or by the board of directors. The board of directors may at its discretion require that each officer authorized to disburse the funds of the corporation be bonded in such amount as it may deem adequate.

5.08 Secretary. The secretary shall keep the minutes of the meetings of the board of directors and also the minutes of the meetings of the shareholders; he shall attend to the giving and serving of all notices of the corporation and shall affix the seal of the corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; he may sign certificates for shares of stock of the corporation; he may sign or countersign all checks, drafts and orders for payment of money, he shall have charge of the certificate book and such other books and papers as the board may direct; he shall keep a stock book containing the names, alphabetically arranged, of all persons who are shareholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereof, and he shall, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

5.09 Other Officers. The board of directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case.

5.10 Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall respectively, as may be required by the board of directors, give bonds for the faithful discharge of their duties, in such sums and with such sureties as the board of directors shall determine. The assistant secretaries as thereunto authorized by the board of directors may sign with the president or vice president certificates for shares of the capital stock of the corporation, the issue of which shall have been authorized by resolution of the board of directors. The assistant treasurer and assistant secretaries shall, in general, perform such duties as may be assigned to them by the treasurer or the secretary respectively, or by the president or by the board of directors.

6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Except as hereinabove stated otherwise, the corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this corporation.

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7. CONTRACTS, LOANS CHECKS AND DEPOSITS

7.01 Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

7.02 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors or approved by a loan committee appointed by the board of directors and charged with the duty of supervising investments. Such authority may be general or confined to specific instances.

7.03 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolutions of the board of directors.

7.04 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

8. CAPITAL STOCK

8.01 Certificates for Shares. Certificates for shares of stock of the corporation shall be in such form as shall be approved by the incorporators or by the board of directors. The certificates shall be numbered in the order of their issue, shall be signed by the president or the vice president and by the secretary or the treasurer, or by such other person or officer as may be designated by the board of directors; and the seal of the corporation shall be affixed thereto, which said signatures of the said duly designated officers and of the seal of the corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a transfer agent to be appointed by the board of directors, before issuance.

8.02 Transfer of Stock. Shares of the stock of the corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary documents. Such transfer shall be made on the books of the corporation upon surrender thereof so signed or endorsed. The person registered on the books of the corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares.

8.03 Regulations. The board of directors may make such rules and regulations as it may deem expedient not inconsistent with the bylaws or with the articles of incorporation,

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concerning the issue, transfer and registration of certificates for shares of stock of the corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both.

8.04 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorized such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

9. DIVIDENDS

9.01 Identity of Shareholders. The corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.

9.02 Payment of dividends. Dividends on the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.

9.03 Corporate Records. The board of directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual or special of the shareholders, or the day appointed for the payment of a dividend.

9.04 Reserves. Before payment of any dividend or making any distribution of profits, there may be set aside out of funds of the corporation available for dividends, such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for any such other purpose of the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

10. SEAL

The board of directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation, the year of its incorporation and the words “Corporate Seal, State of Nevada.”

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11. WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the laws of the State of Nevada, or under the provisions of the articles of incorporation, a waiver in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12. DOCUMENT COPIES

Except as provided in Section 8.01 and where otherwise limited by law, any photocopy, facsimile copy, or other reliable reproduction of any writing may be substituted for the original writing or any original signature affixed thereto for any corporate purpose for which the original could be used, provided that the copy or reproduction is a complete reproduction of the entire original writing.

13. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the shareholders by a vote of shareholders owning a majority of the shares and entitled to vote thereat. These bylaws may also be altered, amended or repealed by new bylaws may be adopted at any regular or special meeting of the board of directors of the corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of the amendment adopted by the shareholders. If cumulative voting is provided, no amendment may restrict the rights of any shareholder of elect or remove directors except by the unanimous vote of all shareholders.

The undersigned, being the present of JAYCO ADMINISTRATION, INC., a Nevada corporation, hereby acknowledges that the above and foregoing bylaws were duly adopted as the bylaws of said corporation on the 10^th day of February, 2000.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 10^th day of February, 2000.

/s/ Joyce Ray

JOYCE RAY, President

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EX-3.4.26

Exhibit 3.4.26

BY-LAWS OF

JEFF-GRAND CLINIC INC.

ARTICLE I

PLACE OF BUSINESS

The principal office for the transaction of the business of the corporation shall be located at such place or places within the County of Los Angeles State of California, as the Board of Directors shall from time to time determine.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of the shareholders shall be held at the principal office of the corporation in the State of California.

Section 2. ANNUAL. The annual meeting of the shareholders shall be held on the fifteenth day of August, in each year, if not a legal holiday; and if a legal holiday, then on the next succeeding business day, at the hour of 11:00 o’clock A. M., at which time the shareholders shall elect by plurality vote a Board of Directors, consider reports of the affairs of the Corporation, and transact such other business as may properly be brought before the meeting.

Section 3. SPECIAL. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.

Section 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Notices of meetings, annual or special, shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder.

Such notices shall be sent to the shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, not less than seven days before such meeting.

Notice of any meeting of shareholders shall specify the place, the day and the hour of meeting, and in case of special meeting, as provided by the Corporations Code of California, the general nature of the business to be transacted.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be sufficient evidence that due notice of such meeting was given to such shareholder, as required by law and the by-laws of the corporation.

Section 6. CONSENT TO SHAREHOLDERS’ MEETINGS. The transactions of any meeting of shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notices if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Any action which may be taken at a meeting of the shareholders may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

Section 7. QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.’

Section 8. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of shareholders, unless some other day be fixed by the Board of Directors for the determination of shareholders of record, then on such other day, shall be entitled to vote at such meeting.

Every shareholder entitled to vote shall be entitled to one vote for each of said shares and shall have the right to accumulate his votes as provided in Section 2235 Corporations Code of California.

Section 9. PROXIES. Every person entitled to vote or execute consents may do so either in person or by one or more agents authorized by a written proxy executed by the person or his duly authorized agent and filed with the secretary of the corporation.

ARTICLE III

DIRECTORS – MANAGEMENT

Section 1. POWERS. Subject to the limitation of the Articles of Incorporation, of the By-Laws and of the Laws of the State of California as to actions. to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.

Section 2. NUMBER OF DIRECTORS AND QUALIFICATIONS. The authorized number of directors of the corporation shall be four (4), until changed by amendment to. the Articles of

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Incorporation or by an amendment to this Section 2, Article III of these By-Laws, adopted by the. vote or written assent of the shareholders entitled to exercise the majority of the voting power of the corporation.

Section 3. ELECTION AND TENURE OF OFFICE. The directors shall be elected by ballot at the annual meeting of the shareholders, to serve for one year and until their successors are elected and have qualified. Their term of office shall begin immediately after election.

Section 4. VACANCIES. Vacancies in the Board of Director may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose.

The Shareholders may at any time elect a director to fill any vacancy not filled by the directors, and may elect the additional directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director, or if the shareholders shall increase the authorized number of directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional director so provided for, or in case the shareholders fail-at any time to elect the full number of authorized directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, The Board, or the shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

The entire Board of Directors or any individual director may be removed from office as provided by Section 810 of the Corporations Code of the State of California.

Section 5. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at the office of the corporation in the State of California, as designated for this purpose, from time to time, by resolution of the Board of Directors or written consent of all of the Members of the Board. Any meeting shall be valid, wherever held, if held by the written consent of all Members of the Board of Directors, given either before or after the meeting and filed with the Secretary of the corporation.

Section 6. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held on the fourth Thursday after each quarter. If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 8. SPECIAL ‘MEETINGS and NOTICE THEREOF. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice President or by any two directors.

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Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided; it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 9. WAIVER OF NOTICE. When all the directors are present at any directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 11. QUORUM. A majority of the number of directors as fixed by the articles or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

Section 12. DIRECTORS ACTING WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors under any provision of this Article may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of this Article which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the By-Laws, authorize the directors to so act, and such statement shall be prima. facie evidence of such authority.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be

1. President

2. Vice-President

3. Secretary

4. Treasurer

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The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional vice-presidents, one or more assistant-secretaries, one or more assistant-treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.

Officers other than the president and chairman of the board need not be directors. One person may hold two or more offices, except those of president and secretary.

Section 2. ELECTIONS. The Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his or her office at the pleasure of the Board of Directors, who may, either at a regular or special meeting, remove any such officer and appoint his or her successor.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. RESIGNATION AND REMOVAL. Any officer may be removed,. either with or without cause, by three of the directors at the time in office at a regular or special meeting of the board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal-, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors as prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall:. (1) Preside at all meetings of the shareholders, and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors;

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(2) Be a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation.

(3) Have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE-PRESIDENTS. In the absence or disability of the president, the vice-presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the vice-president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may. be prescribed for them by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The secretary shall: (1) Keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those directors and shareholders present, the names of those present at the directors’ meeting, the number of shares present or represented at shareholders’ meetings and the proceedings thereof;

(2) Keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; the number and date of cancellation of every certificate surrendered for cancellation;

(3) Give or cause to be given, notice of all meetings of shareholders and the Board of Directors, as required by the By-Laws or By-Law to be given; (4) Keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

Section 10. TREASURER. The treasurer shall: (1) Keep and maintain, or cause, to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and surplus shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open for inspection by any director;

(2) Shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors;

(3) Disburse the funds of the corporation as may be ordered by the Board of Directors;

(4) Render to the president and directors, when they request it, an account of all of his or her transactions as treasurer and of the financial condition of the corporation;

(5) Have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

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ARTICLE V

RECORDS - REPORTS – INSPECTION

Section 1. RECORDS. The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors from time to time.

Section 2. INSPECTION. The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his or her interests as a shareholder, and shall be exhibited at any time when required by the demand of ten per cent of the shares represented at any shareholders’ meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the president, secretary or assistant-secretary of the corporation.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 4. ANNUAL REPORT. The Board of Directors of the corporation shall cause to be sent to the shareholders not later than 90 days after the close of the. fiscal or calendar year an annual report in compliance with the provisions of Section 3006 of the California Corporation Code, unless the By-Laws expressly dispense with such report.

Section 5. CONTRACTS, ETC. The Board of Directors, except as the By-Laws or Articles of Incorporation otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement or to pledge its credit to render it liable for any purpose or to any amount.

Section 6. INSPECTION OF BY-LAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of the By-Laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during business hours.

ARTICLE VI

CERTIFICATES OF STOCK

Section l. CERTIFICATES OF STOCK. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; the par value, if any, or a statement that such shares are without par value; a statement of

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the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice-President and the Secretary or an Assistant Secretary or must be authenticated by facsimiles of the signature of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant Secretary. Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered by an incorporated bank or trust company, either domestic or foreign as registrar of transfers.

Section 2. TRANSFER. Upon surrender to the Secretary or. transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE VII

AMENDMENTS

Section 1. POWER OF SHAREHOLDERS. These By-Laws may be repealed or amended, or new By-Laws may be adopted at such annual meeting, or at any other meeting of the shareholders, called for the purpose by the Board of Directors by a vote representing a majority of the shares entitled to vote, or by the written assent of such shareholders.

Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal By-Laws, By-Laws other than a By-Law or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the Board of Directors.

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Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the Book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VIII

SEAL

The Corporation shall adopt and use a corporate seal consisting of a circle setting forth on its circumference the name of the corporation and showing the State and date of incorporation.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being all tire directors of JEFF-GRAND CLINIC, INC., a corporation incorporated, organized and existing under the laws of the State of California, do hereby certify that the foregoing By-Laws, were duly adopted as, the By-Laws of the said corporation.

IN WITNESS WHEREOF, we have hereunto subscribed our names this Tenth day of May 1976

KNOW ALL MEN BY THESE PRESENTS:

That I, the undersigned, the duly elected, and acting Secretary of JEFF GRAND CLINIC, INC. do hereby certify, that the above and foregoing By-Laws were adopted as the By-Laws of said corporation on the tenth day of May 1976

IN WITNESS WHEREOF, I have hereunto subscribed my name this tenth day of May. 1976

/s/ Illegible

Secretary

KNOW ALL MEN BY THESE PRESENTS:

That I, the undersigned, the duly elected, and acting Secretary of JEFF-GRAND MEDICAL CLINIC, INC. do hereby certify, that the above and foregoing Code of By-Laws was submitted to the shareholders at their first meeting held on the tenth day of May 1976, and was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

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IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this tenth day of May 1976

/s/ Illegible

Secretary

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EX-3.4.27

Exhibit 3.4.27

BY-LAWS

OF

KANSAS CITY TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Kansas (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be             (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

By-Laws - 7

damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Secretary certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: October 20, 1993

/s/ Patricia A. Lewin

Patricia A. Lewin

Corporate Secretary

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EX-3.4.28

Exhibit 3.4.28

BYLAWS OF

MINERAL COUNTY TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 37219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided. The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the Meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section l. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

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Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass
David R. Gnass, Director
/s/ Patty Chadwick
Patty Chadwick, Director
Dated:	5/13/01

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EX-3.4.29

Exhibit 3.4.29

BY-LAWS

of

MWB ASSOCIATES – MASSACHUSETTS, INC.

ARTICLE I

Stockholders

1. Annual Meeting. The annual meeting of stockholders shall be held on the last Thursday of January in each year after 1985 (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at the principal office of the corporation in Massachusetts at 9:30 o’clock A.M. unless a different hour or place within the United States is fixed by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-laws, may be specified by the Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof may be held or, there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2. Special Meetings. Special meetings of stockholders may be called by the President or by the Board of Directors. Special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who hold at least one tenth part in interest of the capital stock entitled to vote at such meeting. The call for the meeting may be oral or written and shall state the place, date, hour and purposes of the meeting.

3. Notice of Meetings. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the Clerk or an Assistant Clerk (or other person authorized by these By-laws or by law) at least seven days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Articles of Organization or under these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. A written waiver of notice, executed before or after a meeting by such stockholder or his attorney thereunto authorized and filed with the records of the meeting shall be deemed equivalent to notice of the meeting.

4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, but if a quorum is not present, a lesser number may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice.

5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation and a

proportionate vote for a fractional share, unless otherwise provided by law or by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. No ballot shall be required for any election unless requested by a stockholder entitled to vote in the election. The corporation shall not directly or indirectly vote any share of its own stock.

7. Action without Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.

ARTICLE II

Directors

1. Powers. The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Organization or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2. Election and Qualification. The stockholders at each annual meeting shall fix the number of Directors (which shall be not less than three or less than the number of stockholders, if less than three) and elect the number of Directors so fixed. No Director need be a stockholder.

3. Vacancies; Reduction of Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Board of Directors. In lieu of filling any such vacancy the stockholders or the Board of Directors may reduce the number of Directors, but not to a number less than three or less than the number of stockholders, if less than three.

4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

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5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, Directors shall hold office until the next annual meeting of stockholders and until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6. Removal. A Director may be removed from office (a) with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

7. Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. A regular meeting of the Board of Directors may be held without notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders.

Special meetings of the Board of Directors may be called, orally or in writing, by the President, Treasurer or two or more Directors, designating the time, date and place thereof.

8. Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to his business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, if filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Articles of Organization or by these By-laws.

11. Action by Consent. Any action to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting of the Board of Directors.

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12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereof some or all of its powers except those which by law, by the Articles of Organization, or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE III

Officers

1. Enumeration. The officers of the corporation shall consist of a President, a Treasurer, a Clerk, and such other officers, including one or more Vice Presidents, Assistant Treasurers, Assistant Clerks or a Secretary, as the Board of Directors may determine.

2. Election. The President, Treasurer and Clerk shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by any person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties in such amount and with such sureties as the Board of Directors may determine.

4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, the President, Treasurer and Clerk shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until their respective successors are chosen and qualified; and all other officers shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until their successors are chosen and qualified, or for such shorter term as the Board of Directors may fix at the time such officers are chosen. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President, Clerk or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors.

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6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the board of Directors.

7. President and Vice Presidents. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors he shall preside, when present, at all meetings of stockholders and of the Board of Directors.

Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the corporation, except as the Board of Directors may otherwise provide.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

9. Clerk and Assistant Clerks. The Clerk shall keep a record of the meetings of stockholders. In case a Secretary is not elected or is absent, the Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of Directors. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.

10. Secretary. The Secretary, if one be elected, shall keep a record of the meetings of the Board of Directors. In the absence of the Secretary, the Clerk and any Assistant Clerk, a temporary Secretary shall be designated by the person presiding at such meeting to perform the duties of the Secretary.

11. Other Powers and Duties. Subject to these By-laws, each officer of the corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to his office, and such duties and powers as may be designated from time to time by the board of Directors.

ARTICLE IV

Capital Stock

1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Director, officer or employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

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2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefore properly endorsed or accompanied by a written assignment and power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may be otherwise required by law, by the Articles of Organization or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the corporation of his post office address.

4. Record Date. The Board of Directors may fix in advance a time of not more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the Board of Directors may for any of such purposes close the transfer books for all or any part of such period.

If no record date is fixed and the transfer books are not closed, (a) the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, and (b) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto.

5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

6. Issuance of Capital Stock. The Board of Directors shall have the authority to issue or reserve for issue from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time, to such persons or organizations, for such consideration, whether cash, property, services or expenses, and on such terms as the Board of Directors may determine, including without limitation the granting of options, warrants, or conversion or other rights to subscribe to said capital stock.

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ARTICLE V

Miscellaneous Provisions

1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the corporation shall be the twelve months ending September 30.

2. Seal. The Board of Directors shall have power to adopt and alter the seal of the corporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the corporation in the ordinary course of its business without Director action, may be executed on behalf of the corporation by the President or the Treasurer.

4. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation.

5. Resident Agent. The board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the corporation. Said resident agent shall be either an individual who is a resident of and has a business address in Massachusetts, a corporation organized under the laws of Massachusetts, or a corporation organized under the laws of any other state of the Untied States, which has qualified to do business in, and has an office in, Massachusetts.

6. Corporate Records. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

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EX-3.4.30

Exhibit 3.4.30

NATIONAL SPECIALTY CLINICS, INC.

BYLAWS

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BYLAWS

OF

NATIONAL SPECIALTY CLINICS, INC.

1. OFFICES

1.1. Registered Office

The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in charge thereof shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

1.2. Other Offices

The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

2. MEETINGS OF STOCKHOLDERS

2.1. Place of Meetings

All meetings of the stockholders shall he held at such place as may be fixed from time to time by the Board of Directors, the Chairman of the Board or the President.

2.2. Annual Meetings

The Corporation shall hold annual meetings of stockholders, commencing with the year 2000, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairman of the Board or the President, at which stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.3. Special Meetings

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairman of the Board or the President, and shall be called by the President or the Secretary at the request in writing of stockholders possessing at least a majority of the voting power of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors. Such request shall include a statement of the purpose or purposes of the proposed meeting.

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2.4. Notice of Meetings

Notice of any meeting of stockholders, stating the place, date and hour of the meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required by the Delaware General Corporation Law or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Section 222 (or any successor section) of the Delaware General Corporation Law.

2.5. Waivers of Notice

Whenever the giving of any notice is required by statute, the Certificate of incorporation of the Corporation (which shall include any amendments thereto and shall be hereinafter referred to as so amended as the “Certificate of Incorporation”) or these Bylaws, a waiver thereof, in writing and delivered to the Corporation, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (a) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

2.6. Business at Special Meetings

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is waived or is not required as provided in the Delaware General Corporation Law or these Bylaws).

2.7. List of Stockholders

After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place in the city where the meeting is to be held, which place is to be specified in the notice of the meeting, or at the place where the meeting is to be held. Such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting.

2.8. Quorum at Meetings

Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of

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Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or classes is required, the holders of a majority of the outstanding shares of such class or classes, who are present in person or represented by proxy, shall constitute a quorum entitled to take action on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (a) to holding the meeting or transacting business at the meeting, or (b) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

2.9. Voting and Proxies

Unless otherwise provided in the Delaware General Corporation Law or in the Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

2.10. Required Vote

When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statute or the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by a class or classes is required and a quorum exists with respect to such class or classes, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless the proposed action is one upon which, by express provision of statute or the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.11. Action Without a Meeting

Any action required or permitted to be taken at a stockholders’ meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at

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which all stockholders entitled to vote were present or represented by proxy and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the Delaware General Corporation Law for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent. All stockholders entitled to vote on the record date of such written consent who do not participate in taking the action shall be given written notice thereon in accordance with the Delaware General Corporation Law.

3. DIRECTORS

3.1. Powers

The business and affairs of the Corporation shall be managed by or under direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts aid things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law. The Board of Directors may elect a Chairman of the Board from among its members and shall designate, when present, either the Chairman of the Board (if any) or the President to preside at its meetings. If neither the Chairman of the Board nor the President is present, the Board of Directors may designate another director to preside at such meeting. The Chairman of the Board and the President may be the same person. The Board of Director, may also elect one or more Vice Chairmen from among its members, with such duties as the Board of Directors shall from time to time prescribe.

3.2. Number, Election and Term of Office

The number of directors constituting the Board of Directors shall be as authorized from time to time by resolution of the stockholders or of the Board of Directors. Directors shall be elected at annual meetings of the stockholders, except as provided in Section 3.3 hereof, and each director elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Directors need not be stockholders. Directors shall have the number of votes per director as specified in the Certificate of Incorporation.

3.3. Vacancies

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of directors having a majority of the total votes of the directors then in office, although fewer than a quorum, or by a sole remaining director. Each director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. In the event that one or more directors resigns from the Board, effective at a future date, directors having a majority of the total votes of directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

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3.4. Meetings

3.4.1. Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. A meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before it may be held without notice immediately following the annual meeting of stockholders.

3.4.2. Special Meetings

Special meetings of the Board may be called by the Chairman of the Board or the President on one day’s notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission, or on five days’ notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the: purpose of the special meeting but shall indicate the date, time and place of the special meeting.

3.4.3. Telephone Meetings

Members of the Board of Directors may participate in a meeting of the Board of Directors by any communication by means of which all participating directors can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.4.4. Action Without Meeting

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minute book.

3.4.5. Waiver of Notice of Meeting

A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent. to action taken at the meeting.

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3.4. Quorum and Vote at Meetings

At all meetings of the Board of Directors, a quorum of the Board of Directors consists of the presence of directors having at least a majority of the total votes of the total number of directors constituting the entire Board of Directors. The affirmative vote of directors having a majority of the total votes of directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws.

3.5. Committees off Directors

The Board of Directors may, by resolution passed by the affirmative vote of directors having a majority of the total votes of the total number of directors constituting the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation pursuant to Sections 251 or 252 of the Delaware General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws; and unless the resolutions, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise specified in the resolution of the Board of Directors designating the committee, at all meetings of each such committee of directors, a majority of the total votes of the total number of members of the committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the total votes of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. A director serving as a member of a committee shall have the same number of votes as such director has with respect to matters voted or acted upon by the Board of Directors, as specified in the Certificate of Incorporation. The Board of Directors may at any time, by resolution passed by the affirmative vote of directors having a majority of the total votes of the total number of directors constituting the entire Board of Directors, discharge any committee, change the membership of any committee, fill vacancies occurring in any committee or remove any member of any committee, with or without cause.

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3.6. Compensation of Directors

The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.7. Resignation

A director may resign at any time by giving written notice to the Chairman of the Board, the President or the Secretary. Unless otherwise stated in such notice of resignation, the acceptance thereof shall not be necessary to make it effective; and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof.

4. OFFICERS

4.1. Positions

The officers of the Corporation shall be a President, a Treasurer and a Secretary. The Board of Directors may elect or appoint, or provide for the appointment of, such other officers (including a Chairman of the Board, one or more Vice Chairmen, a Chief Financial Officer, one or more Vice Presidents in such gradation as the Board of Directors may determine, one or more Assistant Secretaries and one or more Assistant Treasurers) or agents as may from time to time appear necessary or advisable in the conduct of the business and affairs of the Corporation. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person. Each of the Chairman of the Board (if any), the President, the Chief Financial Officer (if any), and/or any Vice President may execute bonds, mortgages, notes, contracts and other documents on behalf of the Corporation, except as otherwise required by law and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.2. Chairman of the Board

The Chairman of the Board, if any, shall (when present) preside at all meetings of the Board of Directors and stockholders and shall ensure that all orders and resolutions or the Board of Directors are carried into effect. The Chairman of the Board, if any, shall in general perform all duties incident to such office, including those duties customarily performed by persons holding such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

4.3. President

The president shall be the chief executive officer of the Corporation and as such shall have overall executive responsibility and authority for management of the business, affairs and operations of the Corporation (subject to the authority of the Board Directors), and, in general, shall perform all duties incident to the office of a president and chief executive officer of a

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corporation, including those duties customarily performed by persons holding such offices, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

4.4. Chief Financial Officer

The Chief Financial Officer of the Corporation, if any, shall have general charge and supervision of the financial affairs of the Corporation, including budgetary, accounting and statistical methods, and shall approve for payment, or designate others serving under him or her to approve for payment, all vouchers and warrants for disbursements of funds, and, in general, shall perform such other duties as are incident to the office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors or the President.

4.5. Vice President

In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President or Vice Presidents, in general, shall perform such other duties as are incident to the office of a vice president of a corporation., including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors or the President. The Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents or Senior Vice Presidents.

4.6. Secretary

The Secretary, or an Assistant Secretary, shall attend all meetings of the Board of Directors and all meetings of the stockholders, and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the President, the Chief Financial Officer or any Vice President. The Secretary, or an Assistant Secretary, shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and, in general, shall perform all duties as are incident to the office of a secretary of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President, the Chief Financial Officer or any Vice President.

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4.7. Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act or when requested by the Chairman of the Board, the President, the Chief Financial Officer or any Vice President, perform the duties and exercise the powers of the Secretary, and, in general, shall perform all duties as are incident to the office of an assistant secretary of a corporation, including those duties customarily performed by persons holding such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors, the President, the Chief Financial Officer, any Vice President or the Secretary. An Assistant Secretary may or may not be an officer, as determined by the Board of Directors.

4.8. Treasurer

The Treasurer shall have responsibility for the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also render to the President, upon request, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all financial transactions and of the financial condition of the Corporation and, in general, shall perform such duties as are incident to the office of a treasurer of a corporation, including those customarily performed by persons occupying such office, and shall perform all other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President, the Chief Financial Officer or any Vice President.

4.9. Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and, in general, shall perform all duties as are incident to the office of an assistant treasurer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors, the President, the Chief Financial Officer, any Vice President or the Treasurer. An Assistant Treasurer may or may not be an officer, as determined by the Board of Directors.

4.10. Term of Office

The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of directors having a majority of the total votes of the total number of directors constituting the entire Board of Directors.

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4.11. Compensation

The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.

4.12. Fidelity Bonds

The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5. CAPITAL STOCK

5.1. Certificates

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairman of the Board, the President or any Vice President, and by the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.2. Lost Certificates

The Board of Directors, the Chairman of the Board, the President, the Chief Financial Officer or the Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board of Directors or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the Board of Directors or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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5.3. Record Date

5.3.1. Actions by Stockholders

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be at the close of business on first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.3.2. Payments

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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5.4. Stockholders of Record

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and -to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be required by the Delaware General Corporation Law.

6 INDEMNIFICATION

6.1. Authorization of Indemnification

Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and harmless by the Corporation to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided however, that the. Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation may be similarly indemnified to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.1 or otherwise; and provided further, that, such expenses incurred by persons who are not directors or officers of the Corporation may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

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6.2. Right of Claimant to Bring Action Against the Corporation

If a claim under Section 6.1 is not paid in full by the Corporation within sixty days after a written claim “has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under Section 6.1 but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General Corporation Law) to have made a determination prior to or after commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant; an actual determination by the Corporation (in the manner provided under the Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

6.3. Non-exclusivity

The rights to indemnification and advance payment of expenses provided by Section 6.1 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.4. Insurance

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

6.5. Survival of Indemnification

The indemnification, advance payment of expenses and other rights and provisions provided by, or granted pursuant to, Sections 6.1 through Section 6.5 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a

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director, officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person. In addition, all of the indemnification, advance payment of expenses and other rights and provisions set forth in Sections 6.1 through Section 6.5 hereof shall be binding upon any successor (by merger or otherwise) to the Corporation.

7. GENERAL PROVISIONS

7.1. Inspection of Books and Records

Any stockholder, in person or by attorney or other agent, shall upon written demand under oath stating the purpose thereof, have the right during usual business hours to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

7.2. Dividends

The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.

7.3. Reserves

The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

7.4. Execution of Instruments

All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5. Fiscal Year

The fiscal year of the Corporation shall initially be the calendar year ending December 31, but maybe changed at any time and from time to time by resolution of the Board of Directors.

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7.6. Seal

The corporate seal shall be in such form as the Board of Directors shall approve,. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.7. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

7.3. Amendments

These Bylaws may be, altered, amended or repealed and new Bylaws may be adopted by the stockholders or the Board of Directors.

IN WITNESS WHEREOF, the foregoing Bylaws were adopted by the Board of Directors on March 31, 2000.

NATIONAL SPECIALTY CLINICS, INC.
By:	/s/ Illegible
Name:	/s/ Illegible
Title:	/s/ Illegible

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EX-3.4.31

Exhibit 3.4.31

NSC ACQUISITION CORP.

BY-LAWS

As Adopted on July 1, 2003

Table of Contents

(continued)

		Page
ARTICLE I	STOCKHOLDERS	1
Section 1.01.	Annual Meetings	1
Section 1.02.	Special Meetings	1
Section 1.03.	Notice of Meetings; Waiver	1
Section 1.04.	Quorum	2
Section 1.05.	Voting	2
Section 1.06.	Voting by Ballot	3
Section 1.07.	Adjournment	3
Section 1.08.	Proxies	3
Section 1.09.	Organization; Procedure	3
Section 1.10.	Inspectors of Elections	4
Section 1.11.	Opening and Closing of Polls	4
Section 1.12.	Consent of Stockholders in Lieu of Meeting	5
ARTICLE II	BOARD OF DIRECTORS	6
Section 2.01.	General Powers	6
Section 2.02.	Number and Term of Office	6
Section 2.03.	Election of Directors	6
Section 2.04.	Annual and Regular Meetings	6
Section 2.05.	Special Meetings; Notice	6
Section 2.06.	Quorum; Voting	7
Section 2.07.	Adjournment	7
Section 2.08.	Action Without a Meeting	7
Section 2.09.	Regulations; Manner of Acting	7
Section 2.10.	Action by Telephonic Communications	7
Section 2.11.	Resignations	7
Section 2.12.	Removal of. Directors	7
Section 2.13.	Vacancies and Newly Created Directorships	8
Section 2.14.	Compensation	8
Section 2.15.	Reliance on Accounts and Reports, etc	8
ARTICLE III	COMMITTEES	8
Section 3.01.	How Constituted	8
Section 3.02.	Powers	9
Section 3.03.	Proceedings	9
Section 3.04.	Quorum and Manner of Acting	10
Section 3.05.	Action by Telephonic Communications	10
Section 3.06.	Absent or Disqualified Members	10
Section 3.07.	Resignations	10

Table of Contents

(continued)

		Page
Section 3.08.	Removal	10
Section 3.09.	Vacancies	10
ARTICLE IV	OFFICERS	10
Section 4.01.	Number	10
Section 4.02.	Election	11
Section 4.03.	Salaries	11
Section 4.04.	Removal and Resignation; Vacancies	11
Section 4.05.	Authority and Duties of Officers	11
Section 4.06.	The President	11
Section 4.07.	The Vice President	12
Section 4.08.	The Secretary	12
Section 4.09.	The Treasurer	13
Section 4.10.	Additional Officers	13
Section 4.11.	Security	13
ARTICLE V	CAPITAL STOCK	14
Section 5.01.	Issuance of Stock	14
Section 5.02.	Certificates of Stock, Uncertificated Shares	14
Section 5.03.	Signatures; Facsimile	14
Section 5.04.	Lost, Stolen or Destroyed Certificates	14
Section 5.05.	Transfer of Stock	14
Section 5.06.	Record Date	15
Section 5.07.	Registered Stockholders	15
Section 5.08.	Transfer Agent and Registrar	16
ARTICLE VI	INDEMNIFICATION	16
Section 6.01.	Nature of Indemnity	16
Section 6.02.	Successful Defense	17
Section 6.03.	Determination That Indemnification Is Proper	17
Section 6.04.	Advance Payment of Expenses	17
Section 6.05.	Procedure for Indemnification of Directors and Officers	17
Section 6.06.	Survival: Preservation of Other Rights	18
Section 6.07.	Insurance	18
Section 6.08.	Severabilitv	18
ARTICLE VII	OFFICES	19
Section 7.01.	Registered Office	19
Section 7.02.	Other Offices	19

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Table of Contents

(continued)

		Page
ARTICLE VIII	GENERAL PROVISIONS	19
Section 8.01.	Dividends	19
Section 8.02.	Reserves	19
Section 8.03.	Execution of Instruments	19
Section 8.04.	Corporate Indebtedness	20
Section 8.05.	Deposits	20
Section 8.06.	Checks	20
Section 8.07.	Sale, Transfer, etc. of Securities	20
Section 8.08.	Voting as Stockholder	20
Section 8.09.	Fiscal Year	21
Section 8.10.	Seal	21
Section 8.11.	Books and Records; Inspection	21
ARTICLE IX	AMENDMENT OF BY-LAWS	21
Section 9.01.	Amendment	21
ARTICLE X	CONSTRUCTION	21
Section 10.01.	Construction	21

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NSC ACQUISITION CORP.

HISTORY OF BYLAWS

July l, 2003	Adopted by Sole Incorporator.
July 1, 2003	Approved by the Sole Director and Sole Stockholder.
, 2003	Effective date of Merger of NSC Acquisition Corp. and                      (“NCS”), with NCS remaining as the surviving corporation.

NSC ACQUISITION CORP.

BY-LAWS

As adopted on July 1, 2003

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. Subject to Section 1.12 of these By-Laws, the annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, and at 9 a.m. local time on the 1st day of July (or, if such day is a legal holiday, then on the next succeeding business day), or at such other date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his or her absence or disability, by any Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his or her absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of (i) the outstanding shares of the Corporation or (ii) the voting power of the outstanding shares of Preferred Stock of the Corporation, in either case at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within twenty days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall cause written notice of the place, if any, date and hour of each meeting of the stockholders, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If a stockholder meeting is to be held via electronic communications and stockholders will take action at such meeting, the notice of such meeting must: (i) specify the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such meeting; and (ii) provide the information required to access the stockholder list.

For notice given by electronic transmission to a stockholder to be effective, such stockholder must consent to the Corporation’s giving notice by that particular form of electronic

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transmission. A stockholder may revoke consent to receive notice by electronic transmission by written notice to the Corporation. A stockholder’s consent to notice by electronic transmission is automatically revoked if the Corporation is unable to deliver two consecutive electronic transmission notices and such inability becomes known to the Secretary, Assistant Secretary, the transfer agent or other person responsible for giving notice.

Notices are deemed given (i) if by mail, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the record of stockholders of the Corporation, or, if he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address; (ii) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (iii) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder consented to receive such notice; (iv) if by posting on an electronic network (such as a website or chatroom) together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting or (B) the giving of the separate notice of such posting; or (v) if by any other form of electronic communication, when directed to the stockholder in the manner consented to by the stockholder. Such further notice shall be given as may be required by law.

A written waiver of any notice of any annual or special meeting signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice, whether provided before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 1.04. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05. Voting. If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

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Section 1.06. Voting by Ballot. No vote of the stockholders need be taken by written ballot, or by a ballot submitted by electronic transmission, or conducted by Inspectors of Elections unless otherwise required by law. Any vote which need not be taken by written ballot, or by a ballot submitted by electronic transmission, may be conducted in any manner approved by the meeting.

Section 1.07. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, if any, date and hour thereof, and the means of remote communications, if any; by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 of these By-Laws, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No stockholder may authorize more than one proxy for their shares. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram; cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.09. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his or her absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if

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there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10. Inspectors of Elections. Preceding any meeting of the stockholders, the Board of Directors may, and to the extent required by law; shall appoint one or more persons to act as Inspectors of Elections, and may designate one or more alternate inspectors. In the event no inspector or alternate is able to act, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b) determine the shares represented at a meeting and the validity of proxies and ballots;

(c) specify the information relied upon to determine the validity of electronic transmissions in accordance with Section 1.08 hereof;

(d) count all votes and ballots;

(e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(f) certify his or her determination of the number of shares represented at the meeting, and his or her count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in the performance of the duties of inspector.

When determining the shares represented and the validity of proxies and ballots, the inspector shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 1.08 of these By-Laws, ballots and the regular books and records of the Corporation. The inspector may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers or their nominees or a similar person which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspector considers other reliable information as outlined in this section, the inspector, at the time of his or her certification pursuant to (f) of this section shall specify the precise information considered, the person or persons from whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspector’s belief that such information is accurate and reliable.

Section 1.11. Opening and Closing of Polls. The date and time for the opening and the closing of the polls for each matter to be voted upon at a stockholder meeting shall be announced at the meeting. The inspector of the election shall be prohibited from accepting any ballots, proxies or votes nor any revocations thereof or changes thereto after the closing of the polls, unless the Court of Chancery upon application by a stockholder shall determine otherwise.

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Section 1.12. Consent of Stockholders in Lieu of Meeting. Effective upon the closing of the Corporation’s initial public offering of its common stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of a stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. At all times prior to the closing of the Corporation’s initial public offering of its Common Stock, to the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

An electronic transmission consenting to an action to be taken and transmitted by a stockholder, or by a proxy holder or other person authorized to act for a stockholder, shall be deemed to be written, signed and dated for the purpose of this Section 1.12, provided that such electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the electronic transmission was transmitted by the stockholder or by a person authorized to act for the stockholder and (ii) the date on which such stockholder or authorized person transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the books in which proceedings of meetings of stockholders are recorded.

Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by electronic transmission.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02. Number and Term of Office. The number of Directors constituting the entire Board of Directors shall be three (3), which number may, subject to the provisions of the Certificate of Incorporation, be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business, or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by any two Directors or the President or, in the event of his or her absence or disability, by any Vice President, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on twenty-four hours’ notice, if notice is given to each Director personally or by telephone or telegram, or on five days’

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notice, if notice is mailed to each Director, addressed to him or her at his or her usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 of these By-Laws shall be given to each Director.

Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10. Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11. Resignations. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12. Removal of Directors. Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director. Any vacancy in the Board of Directors caused by any such removal may be filled at such

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meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws.

Section 2.13. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

Section 2.14. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his or her services as such shall be fixed from time to time by resolution of the Board of Directors.

Section 2.15. Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

COMMITTEES

Section 3.01. How Constituted. The Board of Directors may designate one or more Committees, provided that the Board of Directors may not designate an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.

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Section 3.02. Powers. Each Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. No such Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) to adopt an agreement of merger or consolidation;

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e) to amend the By-Laws of the Corporation;

(f) to remove any President, Vice President, Secretary or Treasurer of the Corporation;

(g) to authorize the borrowing of funds, other than under existing facilities, that is material to the capital structure of the Corporation;

(h) to authorize any new compensation or benefit program;

(i) to appoint or discharge the Corporation’s independent public accountants;

(j) to authorize the annual operating plan, annual capital expenditure plan and strategic plan; or

(k) to abolish or usurp the authority of the Board of Directors.

Any such Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03. Proceedings. Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

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Section 3.04. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05. Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06. Absent or Disqualified Members. In the absence or disqualification of a member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.07. Resignations. Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairman or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08. Removal. Any member (and any alternate member) of any Committee may be removed from his or her position as a member (or alternate member, as the case may be) of such Committee at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors.

Section 3.09. Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.01. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a

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Treasurer. The Board of Directors also may elect one or more Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may determine. Any number of offices may be held by the same person. No officer need be a Director of the Corporation.

Section 4.02. Election. Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.06. The President. The President shall preside at all meetings of the stockholders and directors at which he or she is present, shall be the chief executive officer and the chief operating officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He or she shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or the Board of Directors. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe.

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Section 4.07. The Vice President. Each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the President. In the absence of the President, the duties of the President shall be performed and his or her powers may be exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.08. The Secretary. The Secretary shall have the following powers and duties:

(a) He or she shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose;

(b) He or she shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law;

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he or she shall furnish a copy of such resolution to the members of such Committee;

(d) He or she shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he or she may attest the same;

(e) He or she shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-Laws;

(f) He or she shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record;

(g) He or she shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors; and

(h) He or she shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, or the President.

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Section 4.09. The Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the following powers and duties:

(a) He or she shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation;

(b) He or she shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.05 of these By-Laws;

(c) He or she shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d) He or she shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so;

(e) He or she shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation;

(f) He or she may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors; and

(g) He or she shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, or the President.

Section 4.10. Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him or her, for or without cause.

Section 4.11. Security. The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his or her duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

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ARTICLE V

CAPITAL STOCK

Section 5.01. Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred, or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

Section 5.02. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws.

Section 5.03. Signatures; Facsimile. All signatures on the certificate referred to in Section 5.02 of these By-Laws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.04. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.05. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)

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or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.06. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to betaken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.07. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such

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claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.08. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

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Section 6.02. Successful Defense. To the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.01 of these By-Laws or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 6.03. Determination That Indemnification Is Proper. Any indemnification of a present or former director or officer of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any indemnification of a present or former employee or agent of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 6.04. Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by a present director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The Corporation, or in respect of a present director or officer the Board of Directors, may authorize the Corporation’s counsel to represent such present or former director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

Section 6.05. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee or agent of the Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs; charges and expenses to such person under Section 6.04 of these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of such person. If a determination by the Corporation that such person is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article shall be enforceable by such person in any court of competent jurisdiction. Such person’s costs

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and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.06. Survival: Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.07. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board of Directors.

Section 6.08. Severability. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines

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and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 15 East North Street in the City of Dover, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation’s Capital Stock.

A member of the Board of Directors, or a member of any Committee designated by the Board of Directors shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02. Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03. Execution of Instruments. The President, any Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

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Section 8.04. Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors or the President. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors or the President shall authorize. When so authorized by the Board of Directors or the President, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.05. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.06. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

Section 8.07. Sale, Transfer, etc. of Securities. To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.08. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

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Section 8.09. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.10. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.11. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01. Amendment. Subject to the provisions of the Certificate of Incorporation, these By-Laws may be amended, altered or repealed

(a) by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EX-3.4.32

Exhibit 3.4.32

BYLAWS OF

PARKERSBURG TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 17219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the

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corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: 5/13/01

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EX-3.4.33

Exhibit 3.4.33

BY-LAWS

OF

RICHMOND TREATMENT CENTER, INC.

ARTICLE 1

OFFICES

The principal office of the Corporation in the State of Indiana shall be located in Richmond, Indiana, County of Wayne. The Corporation may have such other offices, either within or without the State of Indiana as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the thirtieth day in the month of December in each year, beginning with the year 1998, at the hour of 1 o’clock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Indiana, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2. Special Meetings. Special meetings of the. shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3. Place of Meeting, The Board of Directors may designate any place, either within or without the State of Indiana, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Indiana, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than (30) thirty nor more than (45) forty-five days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled. to notice of or to vote at any meeting of shareholders or any

adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be dosed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of share-holders, such books shall be closed for at least (5) five days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than (30) thirty days and, in case of a meeting of shareholders, not less than (14) fourteen days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

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SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. Number. Tenure and Qualifications. The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

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SECTION 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article ill shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Action. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

SECTION 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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ARTICLE IV

OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be directors or shareholders of the Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, maybe filled by the’ Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by taw to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by taw; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of

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which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board. of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.

SECTION 8. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

INDEMNITY

The Corporation shall indemnify its directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to, which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

(b) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

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(c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSIT

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks. Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented. thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered -to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be. made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Provided, however, that upon any action undertaken by the shareholders to elect S Corporation status pursuant to Section 1382 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the by-laws so long as said agreement is in force and effect.

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ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

ARTICLE IX

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE X

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE XI

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

The above By-Laws are certified to have been adopted by the Directors of the Corporation on the 15th day of August, 1997.

/s/ Patricia A. Lewin

Secretary

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EX-3.4.34

Exhibit 3.4.34

BY-LAWS

OF

SAN DIEGO HEALTH ALLIANCE

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on the day and at the time indicated below:

Date:         Second Tuesday in January.

Time:         5:00 P.M.

However, if this day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At this meeting, directors shall be elected, and any other proper business may be transacted.

Section. 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or

by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

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An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the Secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in

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nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the

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secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60^th) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

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Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these by-laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these by-laws; fix their compensation; and require from them security for faithful service.

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(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be three (3) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal tom ore than 16-b% of the outstanding shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICEO F DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution

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declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the present, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the registration of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors.

Notice of time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given

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personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting at another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the director who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of the committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

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ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or on any committee;

(d) the amendment or repeal of by-laws or the adoption of new by-laws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) the appointment of any other committees of the board of directors or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these by-laws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of these by-laws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these by-laws.

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ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant financial officers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract or employment.

Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold offices for such period, have such authority and perform such duties as are provided in the by-laws or as the board of directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these by-laws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the by-laws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall

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have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the by-laws.

Section 8. VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the by-laws, and the president, or the chairman of the board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of share present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the by-laws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the by-laws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the by-laws.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

The corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholders during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the by-laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the by-laws as amended to date.

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Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minute and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right in inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

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The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the lat annual semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the period commencing on July 8 and ending on July 7 in each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these by-laws, may authorize any officer

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or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificates may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen; or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by-these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these by-laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

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ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New by-laws may be adopted or these by-laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, by-laws, other than a by-law or an amendment of a by-law changing the authorized number of directors, may be adopted, amended, or repealed by the board of directors.

ARTICLE X

PAYMENTS OR LOANS MADE TO OFFICERS

OR OTHER EMPLOYEES

Any payments made to or for an officer or other employee of the corporation such as salary, commission, bonus, interest, rent, loans, advances, entertainment expense incurred by him, or any other expenses deemed personal rather than corporate, which shall be disallowed in whole or in part is a deductible expense by the Internal Revenue Service or Franchise Tax Board, shall be reimbursed by such officer to the corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

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CERTIFICATE OF ADOPTION OF BY-LAWS

Adoption by Incorporator(s) or First Director(s)

The undersigned persons) appointed in the Articles of incorporation to act as the Incorporator(s) or First Director(s) of the above named corporation hereby adopt the same as the By-Laws of said corporation.

Executed this 27 day of July, 1977.

/s/ Illegible

Name

Certificate by Secretary

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified and acting Secretary of the above named corporation; that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth above by the person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 27 day of July, 1977.

/s/ Illegible

Secretary

Certificate by Secretary of Adoption by Shareholders’ Vote

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of the above named corporation and that the above and foregoing code of By-Laws was submitted to the shareholders at their first meeting held on the date set forth in the By-Laws and recorded in the minutes thereof, was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this      day of             , 19    .

Secretary

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EX-3.4.35

Exhibit 3.4.35

SHELTERED LIVING INCORPORATED

BYLAWS

ARTICLE 1

OFFICES

1.1 Principal Office of Corporation. The principal office of the Corporation shall be located at 111 Mayfair Ct., The Woodlands, Texas 77381.

1.2 Additional Offices of Corporation. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

SHAREHOLDERS

2.1 Meetings of Shareholders. Meetings of shareholders for any purpose may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. An annual meeting of shareholders shall be held at such time and place as the Board of Directors shall determine. At each annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting.

2.3 Special meetings. Special meetings of the shareholders for any purpose or purposes may be called (.i) by the President or the Board of Directors or (ii) subject to applicable provisions, if any, of the Articles of Incorporation, by the holders of at least one-tenth (1/10) of all shares entitled to vote at the proposed special meeting. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of shareholders shall be limited to the purposes described in the notice of the meeting.

2.4 Notice of Meetings. Subject to the provisions of Article 2.25 of the Texas Business Corporation Act, written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his address as it appears in the share transfer records of the Corporation, with postage thereon prepaid.

2.5 Quorum of Shareholders. Unless otherwise provided in the Articles of Incorporation in accordance with Article 2.28A of the Texas Business Corporation Act, with respect to any matter a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy. Unless otherwise provided in the Articles of Incorporation, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

2.6 Majority Vote of Shareholders. With respect to any matter, or other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Corporation Act, the affirmative vote is required by the Texas Business Corporation Act, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation in accordance with Article 2.28B of the Texas Business Corporation Act. Unless otherwise provided in the Articles of Incorporation in accordance with Article 2.28C of the Texas Business Corporation Act, directors shall be elected by a plurality of the votes cast by the holders of share entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

2.7 Voting. Each outstanding share having voting power shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders. Fractional shares, if any, shall be entitled to a like fraction of a vote. A shareholder may vote either in person or by proxy executed in writing by the shareholder.

2.8 Informal Action Shareholders. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing setting forth the action so taken shall have been signed by (i) the holder or holders of all of the shares entitled to vote with respect to the action that is the subject of the consent, or (ii) if the Articles of Incorporation so provide, by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action. were present and voted. Any such written consent shall be executed, dated, and filed with the Corporation in the manner required by Article 9.10A of the Texas Business Corporation Act.

2.9 Attendance by Telephone. Subject to the provisions of the Texas Business Corporation Act and these Bylaws concerning notice of meetings and unless otherwise restricted by the Articles of Incorporation or these Bylaws, shareholders may participate in and hold’ a meeting of such shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and

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such participation shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 3

BOARD OF DIRECTORS

3.1 General Powers. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation or by these Bylaws directed or required to be done by the shareholders.

3.2 Number and Qualifications. The number of directors which shall constitute the whole Board shall be one (1). Directors need not be residents of the State of Texas or shareholders of the Corporation. The directors shall be elected at the annual meeting of the shareholders, except as provided in Paragraph 3.4, and unless removed in accordance with the provisions of Paragraph 3.5, each director elected shall. hold office for the term for which such director is elected and until such director’s successor shall have been elected and qualified.

3.3 Increase or Decrease in Directors. The number of directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

3.4 Vacancies. Subject to the provisions of Article 2.34 of the Texas Business Corporation Act, any vacancy occurring in the Board of Directors may be filled in accordance with the last sentence of this Paragraph 3.4 or may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled in accordance with the last sentence of this Paragraph 3.4 or may be filled by the Board of Directors for a term of ‘office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by election-at an annual or special meeting of shareholders called for that purpose.

3.5 Removal. Subject to the provisions of Article 2.32 of the Texas Business Corporation Act, at any meeting of the shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed either for or without cause.

3.6 Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas.

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3.7 First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event that the shareholders fail. to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of shareholders, and at the same place, unless the time or place is changed by the unanimous consent of ‘the directors then elected and serving.

3.8 Regular Meetings. Regular meetings of-the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

3.9 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President and shall be called by the Secretary on the written request of any director. Notice of each special meeting of the Board of Directors shall be given to each director at least two (2) days before the date of the meeting.:

3.10 Attendance as Waiver of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to- the transaction of any business on the ground that the meeting is not - lawfully called or convened. Except as may be otherwise provided by law or by the Articles of Incorporation or by these Bylaws,- neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver, of notice of such meeting.

3.11 Quorum of Directors: Majority Vote. A majority of the number of directors fixed by, or in the manner provided in, the Articles of Incorporation or these Bylaws shall constitute a quorum for the transaction of business unless a different number or portion is required by law or the Articles of Incorporation or these Bylaws, provided that in no case may less than one-third of the number of directors so fixed constitute a quorum. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. If a quorum is, not present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.12 Committees. The Board of ‘Directors, by resolution adopted by a majority of the full Board, may from time to time designate from among its members one or more committees, including an Executive Committee, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Except as may be provided in the Texas Business Corporation Act or the Articles of Incorporation, any such committee shall have and may exercise such powers as the Board may determine and specify in the respective resolutions designating such committee. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to change the number and members of any such committee, to fill vacancies and to discharge any such committee.

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3.13 Informal Action by Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of. Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be.

3.14 Attendance by Telephone. Subject to the provisions of the Texas Business Corporation Act and these Bylaws concerning notice of meetings and unless otherwise restricted by the Articles of incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board, may participate in and hold a ‘meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such -participation shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.15 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 4

NOTICES

4.1 Notice to Directors or Shareholders. Any notice to directors or shareholders shall be in writing and shall be either delivered (by personal delivery or by telecopy or overnight delivery service) or mailed to the directors or shareholders at their respective addresses appearing on the share transfer records of the corporation. Notice to such addresses shall be deemed to be given when deposited in the United States mail, postage prepaid, or on the day such notice is actually delivered to such address.

4.2 Waiver o Notice. Whenever any notice is required to be given to a shareholder or director under the provisions of the Texas Business Corporation Act, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE 5

OFFICERS

5.1 Officers of the Corporation. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, a Treasurer, one or more Vice Chairmen, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall deem necessary. All officers shall. hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board by resolution or resolutions not inconsistent with these Bylaws. Any two (2) or more offices may be held by the same person.

5.2 Qualifications. No officer need be a member of the Board. The Board of Directors shall have the power to enter into contracts for the employment and compensation of officers for such terms as the Board deems advisable.

5.3 Compensation. The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors. Any compensation paid to any officer of the Corporation in the form of salary, commission, bonus or otherwise that is disallowed in whole or in part as a deductible expense by the Internal Revenue Service shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

5.4 Term of Office and Removal. Unless otherwise specified by the Board of Directors, the term of office for all officers, shall be for one (1) year, commencing with the date of the annual shareholders meeting; provided that the officers of the Corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

5.5 Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors, upon written directions given him pursuant to resolutions duly adopted by the Board of Directors.

5.6 President. The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors.

5.7 Vice President. The Vice Presidents, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

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5.8 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of shareholders and record all of the proceedings of the meetings of the Board of Directors and of the shareholders in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Corporation (if any) and, when authorized by the Board of Directors, shall affix the same (or state that the Corporation has none) to any instrument requiring. it and, when so affixed (or so stated), it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary or of the Treasurer.

5.9 Assistant Secretaries. The Assistant Secretaries, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

5.10 Treasurer. The Treasurer, if any, shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in the records of the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

5.11 Duties of Treasurer. The Treasurer shall disburse the funds of -the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render the President and the Board of Directors, at its regular meetings, or when the President or Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

5.12 Bond. If required by the Board of Directors, the Treasurer shall give the Corporation a bond of such type, character and amount as the Board of Directors may require.

5.13 Assistant Treasurers. The Assistant Treasurers, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers ‘of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or the President may from time to time delegate.

ARTICLE 6

CERTIFICATES REPRESENTING SHARES

6.1 Form of Stock Certificates. Subject to the provisions of Article 2.19 of the Texas Business Corporation Act, the shares of the Corporation shall be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and the certificates may be sealed with the seal of the Corporation or a facsimile thereof.

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6.2 Execution of Stock Certificates. The signatures of the president or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of its issue.

6.3 Replacement of Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed. When authorizing the issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Corporation from any claim that may be made against- it with respect to any such certificate alleged to have been lost, stolen or destroyed.

6.4 Transfer of Shares. Upon surrender to the Corporation or the transfer agent’ of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon the share transfer records of the Corporation.

6.5 Closing of Transfer Books. For the purpose of determining shareholders entitled to receive notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or-a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to receive notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in the case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to receive notice of or to vote at a meeting of shareholders, or for the determination of shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Paragraph 6.5, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

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6.6 Registered Shareholders. Except as otherwise provided by law, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time as the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights-of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with Article 2.22 or 2.30 of the Texas Business Corporation Act, or giving proxies with respect to those shares.

6.7 List of Shareholders. At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the stock transfer books shall make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each and the number of shares held by each, and for a period of ten (10) days prior to such meeting this list shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence of the identity of the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

GENERAL PROVISIONS

7.1 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by resolution of the Board of Directors.

7.3 Seal. The. Board of Directors may provide for a corporate seal in such form as it prescribes. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

7.4 Books and Records. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its Board of Directors and any committees of the Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class or series of shares issued by the Corporation held by each of them.

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ARTICLE 8

AMENDMENTS

8.1 Amendment to Bylaws. The Board of Directors may amend or repeal these Bylaws, or adopt new Bylaws, unless the Articles of Incorporation or the Texas Business Corporation Act reserves the power exclusively to the shareholders in whole or in part or the shareholders, in amending, repealing, or adopting a particular Bylaw, expressly provide that the Board of Directors may not amend or repeal that Bylaw. Unless the Articles of Incorporation or a Bylaw adopted by the shareholders provides otherwise as to all or some portion of these Bylaws, the shareholders may amend, repeal, or adopt Bylaws even though Bylaws may also be amended, repealed, or adopted by the Board of Directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or with the Articles of Incorporation.

INDEMNIFICATION

9.1 Power to Indemnify and to Purchase Indemnity Insurance. To the maximum extent permitted by Article 2.02-1 of the Texas Business Corporation Act (without regard, however, to Section Q of such Article), the Corporation shall indemnify any person who is or was a director or officer of the corporation against any and all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by such person in connection with a proceeding (as, defined in Article 2.02-1) because of that person’s service or status as a director or officer. Further, the Corporation shall pay or reimburse reasonable expenses incurred by a director or officer who was, is or is threatened to be made a party in a proceeding, in advance of the final disposition of the proceeding, to the maximum extent permitted by Article 2.02-1; provided, however, that payment or reimbursement of expenses pursuant to the procedures set out in Section K of Article 2.02-1 may be conditioned upon a showing, satisfactory to the Board of Directors in its sole discretion, of the financial ability of the officer or director in question to make the repayment referred to in such Section. Further, the Corporation may indemnify, and may reimburse or advance expenses to or purchase and maintain insurance or any other arrangement on behalf of, any person who is or was. a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, director, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, in connection with any liability asserted against such person because of such service or status, to such further extent, consistent with Article 2.02-1, and other applicable law, as the Board of Directors may from time to time determine. The provisions of this section shall not be deemed exclusive of any other rights to which any such person may be entitled under any bylaw, agreement, insurance policy, or otherwise. No amendment, modification or repeal of this section shall in any manner terminate, reduce or impair the right of any person to be. indemnified by the Corporation in accordance with the provisions of the section as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

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EX-3.4.36

Exhibit 3.4.36

CRC MERGER ACQUISITION CORP.

BY-LAWS

As Adopted on March 22, 2005

Table of Contents

(continued)

		Page
ARTICLE I	STOCKHOLDERS	1
Section 1.01.	Annual Meetings	1
Section 1.02.	Special Meetings	1
Section 1.03.	Notice of Meetings; Waiver	1
Section 1.04.	Quorum	2
Section 1.05.	Voting	2
Section 1.06.	Voting by Ballot	3
Section 1.07.	Adjournment	3
Section 1.08.	Proxies	3
Section 1.09.	Organization; Procedure	3
Section 1.10.	Inspectors of Elections	4
Section 1.11.	Opening and Closing of Polls	4
Section 1.12.	Consent of Stockholders in Lieu of Meeting	5
ARTICLE II	BOARD OF DIRECTORS	6
Section 2.01.	General Powers	6
Section 2.02.	Number and Term of Office	6
Section 2.03.	Election of Directors	6
Section 2.04.	Annual and Regular Meetings	6
Section 2.05.	Special Meetings; Notice	6
Section 2.06.	Quorum; Voting	7
Section 2.07.	Adjournment	7
Section 2.08.	Action Without a Meeting	7
Section 2.09.	Regulations; Manner of Acting	7
Section 2.10.	Action by Telephonic Communications	7
Section 2.11.	Resignations	7
Section 2.12.	Removal of. Directors	7
Section 2.13.	Vacancies and Newly Created Directorships	8
Section 2.14.	Compensation	8
Section 2.15.	Reliance on Accounts and Reports, etc	8
ARTICLE III	COMMITTEES	8
Section 3.01.	How Constituted	8
Section 3.02.	Powers	8
Section 3.03.	Proceedings	9
Section 3.04.	Quorum and Manner of Acting	10
Section 3.05.	Action by Telephonic Communications	10
Section 3.06.	Absent or Disqualified Members	10
Section 3.07.	Resignations	10

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Section 3.08.	Removal	10
Section 3.09.	Vacancies	10
ARTICLE IV	OFFICERS	10
Section 4.01.	Number	10
Section 4.02.	Election	11
Section 4.03.	Salaries	11
Section 4.04.	Removal and Resignation; Vacancies	11
Section 4.05.	Authority and Duties of Officers	11
Section 4.06.	The President	11
Section 4.07.	The Vice President	12
Section 4.08.	The Secretary	12
Section 4.09.	The Treasurer	13
Section 4.10.	Additional Officers	13
Section 4.11.	Security	13
ARTICLE V	CAPITAL STOCK	14
Section 5.01.	Issuance of Stock	14
Section 5.02.	Certificates of Stock, Uncertificated Shares	14
Section 5.03.	Signatures; Facsimile	14
Section 5.04.	Lost, Stolen or Destroyed Certificates	14
Section 5.05.	Transfer of Stock	14
Section 5.06.	Record Date	15
Section 5.07.	Registered Stockholders	15
Section 5.08.	Transfer Agent and Registrar	16
ARTICLE VI	INDEMNIFICATION	16
Section 6.01.	Nature of Indemnity	16
Section 6.02.	Successful Defense	17
Section 6.03.	Determination That Indemnification Is Proper	17
Section 6.04.	Advance Payment of Expenses	17
Section 6.05.	Procedure for Indemnification of Directors and Officers	17
Section 6.06.	Survival: Preservation of Other Rights	18
Section 6.07.	Insurance	18
Section 6.08.	Severability	18
ARTICLE VII	OFFICES	19
Section 7.01.	Registered Office	19
Section 7.02.	Other Offices	19
ARTICLE VIII	GENERAL PROVISIONS	19
Section 8.01.	Dividends	19
Section 8.02.	Reserves	19

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Section 8.03.	Execution of Instruments	19
Section 8.04.	Corporate Indebtedness	20
Section 8.05.	Deposits	20
Section 8.06.	Checks	20
Section 8.07.	Sale, Transfer, etc. of Securities	20
Section 8.08.	Voting as Stockholder	20
Section 8.09.	Fiscal Year	21
Section 8.10.	Seal	21
Section 8.11.	Books and Records; Inspection	21
ARTICLE IX	AMENDMENT OF BY-LAWS	21
Section 9.01.	Amendment	21
ARTICLE X	CONSTRUCTION	21
Section 10.01.	Construction	21

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CRC MERGER ACQUISITION CORP.

BY-LAWS

As adopted on March 22, 2005

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. Subject to Section 1.12 of these By-Laws, the annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, and at 9 a.m. local time on the 1st day of July (or, if such day is a legal holiday, then on the next succeeding business day), or at such other date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his or her absence or disability, by any Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his or her absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of (i) the outstanding shares of the Corporation or (ii) the voting power of the outstanding shares of Preferred Stock of the Corporation, in either case at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within twenty days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall cause written notice of the place, if any, date and hour of each meeting of the stockholders, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If a stockholder meeting is to be held via electronic communications and stockholders will take action at such meeting, the notice of such meeting must: (i) specify the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such meeting; and (ii) provide the information required to access the stockholder list.

For notice given by electronic transmission to a stockholder to be effective, such stockholder must consent to the Corporation’s giving notice by that particular form of electronic

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transmission. A stockholder may revoke consent to receive notice by electronic transmission by written notice to the Corporation. A stockholder’s consent to notice by electronic transmission is automatically revoked if the Corporation is unable to deliver two consecutive electronic transmission notices and such inability becomes known to the Secretary, Assistant Secretary, the transfer agent or other person responsible for giving notice.

Notices are deemed given (i) if by mail, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the record of stockholders of the Corporation, or, if he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address; (ii) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (iii) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder consented to receive such notice; (iv) if by posting on an electronic network (such as a website or chatroom) together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting or (B) the giving of the separate notice of such posting; or (v) if by any other form of electronic communication, when directed to the stockholder in the manner consented to by the stockholder. Such further notice shall be given as may be required by law.

A written waiver of any notice of any annual or special meeting signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice, whether provided before of after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of-any business on the ground that the meeting is not lawfully called or convened.

Section 1.04. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05. Voting. If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

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Section 1.06. Voting by Ballot. No vote of the stockholders need be taken by written ballot, or by a ballot submitted by electronic transmission, or conducted by Inspectors of Elections unless otherwise required by law. Any vote which need not be taken by written ballot, or by a ballot submitted by electronic transmission, may be conducted in any manner approved by the meeting.

Section 1.07. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, if any, date and hour thereof, and the means of remote communications, if any; by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 of these By-Laws, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No stockholder may authorize more than one proxy for their shares. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram; cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.09. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his or her absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if

3

there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10. Inspectors of Elections. Preceding any meeting of the stockholders, the Board of Directors may, and to the extent required by law; shall appoint one or more persons to act as Inspectors of Elections, and may designate one or more alternate inspectors. In the event no inspector or alternate is able to act, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b) determine the shares represented at a meeting and the validity of proxies and ballots;

(c) specify the information relied upon to determine the validity of electronic transmissions in accordance with Section 1.08 hereof;

(d) count all votes and ballots;

(e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(f) certify his or her determination of the number of shares represented at the meeting, and his or her count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in the performance of the duties of inspector.

When determining the shares represented and the validity of proxies and ballots, the inspector shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 1.08 of these By-Laws, ballots and the regular books and records of the Corporation. The inspector may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers or their nominees or a similar person which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspector considers other reliable information as outlined in this section, the inspector, at the time of his or her certification pursuant to (f) of this section shall specify the precise information considered, the person or persons from whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspector’s belief that such information is accurate and reliable.

Section 1.11. Opening and Closing of Polls. The date and time for the opening and the closing of the polls for each matter to be voted upon at a stockholder meeting shall be announced at the meeting. The inspector of the election shall be prohibited from accepting any ballots, proxies or votes nor any revocations thereof or changes thereto after the closing of the polls, unless the Court of Chancery upon application by a stockholder shall determine otherwise.

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Section 1.12. Consent of Stockholders in Lieu of Meeting. Effective upon the closing of the Corporation’s initial public offering of its common stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of a stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. At all times prior to the closing of the Corporation’s initial public offering of its Common Stock, to the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

An electronic transmission consenting to an action to be taken and transmitted by a stockholder, or by a proxy holder or other person authorized to act for a stockholder, shall be deemed to be written, signed and dated for the purpose of this Section 1.12, provided that such electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the electronic transmission was transmitted by the stockholder or by a person authorized to act for the stockholder and (ii) the date on which such stockholder or authorized person transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the books in which proceedings of meetings of stockholders are recorded.

Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by electronic transmission.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02. Number and Term of Office. The number of Directors constituting the entire Board of Directors shall be three (3), which number may, subject to the provisions of the Certificate of Incorporation, be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business, or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by any two Directors or the President or, in the event of his or her absence or disability, by any Vice President, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on twenty-four hours’ notice, if notice is given to each Director personally or by telephone or telegram, or on five days’

6

notice, if notice is mailed to each Director, addressed to him or her at his or her usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 of these By-Laws shall be given to each Director.

Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10. Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11. Resignations. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12. Removal of Directors. Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director. Any vacancy in the Board of Directors caused by any such removal may be filled at such

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meeting by the stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws.

Section 2.13. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

Section 2.14. Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his or her services as such shall be fixed from time to time by resolution of the Board of Directors.

Section 2.15. Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

COMMITTEES

Section 3.01. How Constituted. The Board of Directors may designate one or more Committees, provided that the Board of Directors may not designate an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.

Section 3.02. Powers. Each Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided

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by resolution or resolutions of the Board of Directors. No such Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) to adopt an agreement of merger or consolidation;

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e) to amend the By-Laws of the Corporation;

(f) to remove any President, Vice President, Secretary or Treasurer of the Corporation;

(g) to authorize the borrowing of funds, other than under existing facilities, that is material to the capital structure of the Corporation;

(h) to authorize any new compensation or benefit program;

(i) to appoint or discharge the Corporation’s independent public accountants;

(j) to authorize the annual operating plan, annual capital expenditure plan and strategic plan; or

(k) to abolish or usurp the authority of the Board of Directors.

Any such Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03. Proceedings. Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

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Section 3.04. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05. Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06. Absent of Disqualified Members. In the absence or disqualification of a member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.07. Resignations. Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Chairman or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08. Removal. Any member (and any alternate member) of any Committee may be removed from his or her position as a member (or alternate member, as the case may be) of such Committee at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors.

Section 3.09. Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.01. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a

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Treasurer. The Board of Directors also may elect one or more Assistant Secretaries and Assistant Treasurers in such numbers as the Board of Directors may determine. Any number of offices may be held by the same person. No officer need be a Director of the Corporation.

Section 4.02. Election. Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.06. The President. The President shall preside at all meetings of the stockholders and directors at which he or she is present, shall be the chief executive officer and the chief operating officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed. He or she shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or the Board of Directors. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe.

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Section 4.07. The Vice President. Each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the President. In the absence of the President, the duties of the President shall be performed and his or her powers may be exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.08. The Secretary. The Secretary shall have the following powers and duties:

(a) He or she shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose;

(b) He or she shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law;

(c) Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he or she shall furnish a copy of such resolution to the members of such Committee;

(d) He or she shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he or she may attest the same;

(e) He or she shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-Laws;

(f) He or she shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record;

(g) He or she shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors; and

(h) He or she shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, or the President.

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Section 4.09. The Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the following powers and duties:

(a) He or she shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation;

(b) He or she shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.05 of these By-Laws;

(c) He or she shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d) He or she shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so;

(e) He or she shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation;

(f) He or she may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors; and

(g) He or she shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, or the President.

Section 4.10. Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him or her, for or without cause.

Section 4.11. Security. The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his or her duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

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ARTICLE V

CAPITAL STOCK

Section 5.01. Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred, or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

Section 5.02. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws.

Section 5.03. Signatures; Facsimile. All signatures on the certificate referred to in Section 5.02 of these By-Laws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.04. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.05. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)

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or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.06. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to betaken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.07. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such

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claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.08. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

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Section 6.02. Successful Defense. To the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.01 of these By-Laws or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 6.03. Determination That Indemnification Is Proper. Any indemnification of a present or former director or officer of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any indemnification of a present or former employee or agent of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 6.04. Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by a present director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The Corporation, or in respect of a present director or officer the Board of Directors, may authorize the Corporation’s counsel to represent such present or former director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

Section 6.05. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee or agent of the Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs; charges and expenses to such person under Section 6.04 of these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of such person. If a determination by the Corporation that such person is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article shall be enforceable by such person in any court of competent jurisdiction. Such person’s costs

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and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.06. Survival: Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.07. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board of Directors.

Section 6.08. Severability. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines

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and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 15 East North Street in the City of Dover, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation’s Capital Stock.

A member of the Board of Directors, or a member of any Committee designated by the Board of Directors shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02. Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03. Execution of Instruments. The President, any Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

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Section 8.04. Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors or the President. Such authorization may be general or confined to specific instances. Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors or the President shall authorize. When so authorized by the Board of Directors or the President, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.05. Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.06. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

Section 8.07. Sale, Transfer, etc. of Securities. To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.08. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

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Section 8.09. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.10. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.11. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01. Amendment. Subject to the provisions of the Certificate of Incorporation, these By-Laws may be amended, altered or repealed

(a) by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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CRC MERGER ACQUISITION CORP.

HISTORY OF BYLAWS

March 21, 2005	Adopted by Sole Incorporator.
March 22, 2005	Approved by the Sole Director and Sole Stockholder.

EX-3.4.37

Exhibit 3.4.37

BY-LAWS

OF

SOUTHERN INDIANA TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Indiana (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

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(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Secretary certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: February 17, 1993
	/s/ Patricia A. Lewin
	Patricia A. Lewin
	Corporate Secretary

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EX-3.4.38

Exhibit 3.4.38

BYLAWS OF

SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 37219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

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Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: Feb. 28, 2003

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EX-3.4.39

Exhibit 3.4.39

BYLAWS OF

SOUTHWEST ILLINOIS TREATMENT CENTER, INC.

***********

ARTICLE 1

MEETINGS OF STOCKHOLDERS

1.1 Annual Meeting. Unless a different date or time is designated by resolution of the Board of Directors, the annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held on April1 of each year, at 10:00 a.m., if said date is not a weekend or legal holiday, or, if a weekend or legal holiday, at said time on the next succeeding business day.

1.2 Special Meetings. Special meetings of shareholders, unless otherwise provided by law, may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, or the President, or at the request of the holders of not less than twenty percent (20%) of all of the outstanding shares of the Corporation entitled to vote at the meeting.

1.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting which is called by the Board of Directors. If no place is designated by the Board of Directors, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the principal offices of the Corporation in Illinois.

1.4 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days before the date of such meeting or in the case of a merger, consolidation, share exchange, dissolution, or sale, lease or exchange of assets not less than twenty (20) days nor more than sixty (60) days before the date of such meeting (except as a different time is specified by law) either personally or by mail, telegram, teletype or other carrier, by or at the direction of the Chairman of the Board, the Secretary, or the person calling the meeting, to each shareholder of record entitled by law to notice of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his or her address as it appears on the stock records of the Corporation.

1.5 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board of Directors, as provided above, then the date on which notice of the meeting is mailed, or the date on which a resolution

of the Board of Directors declaring a dividend is adopted, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided herein, such determination shall apply to any adjournment of such meeting if the meeting is adjourned to a date not more than one hundred twenty (120) days after the original meeting date.

1.6 Quorum. A majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, with respect to that matter, except as otherwise required by law. If less than a majority of the shares entitled to vote are so represented at the meeting, then a majority of the shares which are so represented may adjourn the meeting from time to time without further notice, but may take no other action. At such adjourned meeting, at which a quorum is present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called had the same then been held.

1.7 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by such shareholder or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or any other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy.

1.8 Voting of Shares. Each share entitled to vote on a matter at any meeting of shareholders shall be entitled to one (1) vote on each such matter submitted to a vote at such meeting. If a quorum exists, action on a matter, other than the election of directors, by a group of shares entitled to vote thereon is approved if the votes for approval cast within the group exceed the vote cast opposing the action, unless a greater number of affirmative votes is required by law.

At each election of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares which he or she is entitled to vote at said meeting, for as many persons as there are directors to be elected at said meeting, but cumulative voting shall not be permitted. In elections of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority of the votes cast.

1.9 Action by Shareholders Without a Meeting. Any action required to be taken at a meeting of shareholders, or any action which may be taken at a meeting of shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each shareholder signed) shall be signed before or after such action by all (unless otherwise specified in the Articles of Incorporation of the Corporation) of the shareholders. Such written consent shall have the same force and effect as a unanimous vote.

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ARTICLE 2

BOARD OF DIRECTORS

2.1 General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, the members of which need not be shareholders of the Corporation.

2.2 Number and Election. The number of members of the Board of Directors shall be equal to the number of persons whom the shareholders shall have elected to be directors from time to time, which shall be not less than one (1) nor more than ten (10) persons. The Board of Directors shall be elected annually by the shareholders for a term of one (1) year, or, if elected at a time other than upon the annual meeting of shareholders, for a term expiring as of the next annual meeting. In any event, unless sooner removed, directors shall serve until their successors are duly elected and qualify.

2.3 Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though such majority be less than a quorum of the Board.

2.4 Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed, with or without cause, by a vote of the shareholders holding a majority of the shares entitled to be cast at an election of directors by the voting group or voting groups by which such director was elected.

2.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, at least annually, as shall be specified by the Board of Directors by resolution from time to time. Such regular meetings may be held without notice of time, place and purpose thereof. If not otherwise specified by resolution, the Board of Directors shall meet immediately following the annual meeting of shareholders in the location where the shareholders’ meeting was held.

2.6 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Chairman of the Board, or (i) if there are no more than three (3) directors, any director or (ii) if there are more than three (3) directors, any two (2) directors. Notice of the time and place of each special meeting shall be given orally or in writing to each director. Such notice, if given in person, by private carrier, telegram, or telephone, must be received at least twenty-four (24) hours prior to such meeting, and, if given by mail, must be mailed postpaid and correctly addressed and postmarked at least six (6) days prior to such meeting; provided that if the notice is sent by registered or certified mail, the notice is sufficient if the receipt is signed by or on behalf of the addressee at least twenty-four (24) hours prior to such meeting. Any director may waive notice of any meeting, and attendance at or participation in any meeting shall constitute a waiver of notice of such meeting unless the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

2.7 Quorum. A majority of the number of directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those in attendance may adjourn the meeting from time to time until a quorum is obtained.

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2.8 Manner of Acting; Action by Board of Directors without a Meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each director signed) shall be signed before or after such action by all of the directors. Such written consent shall have the same force and effect as a unanimous vote.

2.9 Compensation. By a resolution of the shareholders or the Board of Directors, the directors may be paid their expenses, if any, and a fixed sum for attending each meeting of the Board of Directors and each meeting of a committee of the Board and may, in addition, be paid an annual retainer. No such payment shall preclude any director, from serving the Corporation in any other capacity and receiving compensation therefor.

2.10 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors when any action is taken is deemed to have assented to the action taken unless he or she votes against or abstains from the action taken, or he or she has objected at the beginning of the meeting, or promptly upon his or her arrival, to the holding of the meeting or transacting specified business at the meeting. Any such dissenting votes, abstentions or objections shall be entered in the minutes of the meeting.

ARTICLE 3

BOARD COMMITTEES

3.1 Membership. All committees of the Board of Directors shall consist of two (2) or more directors as the Board may from time to time prescribe, except as otherwise provided in these Bylaws. All members of committees shall serve at the pleasure of the Board of Directors.

3.2 Rules of Procedure. Except as otherwise provided in these Bylaws, each committee may select a chairman from its membership and a secretary who may or may not be a member of the committee or of the Board. Subject to the requirements of law, each committee shall prescribe the length of notice and manner of giving notice of its meetings, fix the number, not less than a majority, which shall constitute a quorum and make its own rules of procedure.

3.3 Notice. Unless a committee shall provide otherwise, it shall not be necessary to give notice of any of its regular meetings. Special meetings may be held on call of the Chairman of the Board, the President, the chairman of the committee, or any two (2) members of the committee in such manner as prescribed by the committee, but if not so prescribed, then in such manner as provided in these Bylaws for calling special meetings of the Board of Directors.

3.4 Purpose. The Board of Directors may, from time to time, appoint such committees for such purposes and with such powers as the Board may determine.

3.5 Executive Committee. By resolution adopted by a majority of the number of Directors fixed in accordance with these Bylaws, the Board of Directors may elect or appoint an Executive Committee consisting of not less than two directors. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by

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law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to (i) approve or recommend to shareholders action that the Illinois Business Corporation Act of 1983 requires to be approved by shareholders, (ii) fill vacancies on the Board or on any of its committees, (iii) amend the Corporation’s Articles of Incorporation, (iv) adopt, amend, or repeal any portion or all of these Bylaws, (v) approve a plan of merger not requiring shareholder approval, (vi) authorize or approve a distribution, except according to a general formula or method prescribed by the Board of Directors, (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as may be specifically prescribed by the Board of Directors from time to time, or (viii) take any action prohibited by express resolution of the Board. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

ARTICLE 4

OFFICERS

4.1 Officers. The officers of the Corporation shall be a President and a Secretary, both of whom shall be appointed by and shall serve at the pleasure of the Board of Directors. In addition, the Corporation shall have such other officers, including a Chairman of the Board, a Treasurer, and one (1) or more Vice Presidents, as may be appointed, from time to time, by the Board of Directors. Assistant Secretaries and Assistant Treasurers may be appointed from time to time by the Board of Directors, the Chairman of the Board, or the President. All officers shall serve at the pleasure of the Board of Directors and may be dismissed by the Board of Directors.

4.2 Chairman of the Board. If appointed, the Chairman of the Board shall preside at all board and shareholder meetings, shall make reports to the Board of Directors and stockholders and shall perform all such other duties as are incident to the office, or properly required by the Board of Directors. In the absence or disability of the Chairman of the Board, the President shall exercise all the functions of the Chairman’s office.

4.3 President. The President shall have general supervision of the business and affairs of the Corporation and shall possess such powers and perform such duties as are incident to the office, subject to the direction of the Board of Directors.

4.4 Secretary. The Secretary shall serve as secretary of the Board of Directors. The Secretary shall: keep the minutes of all meetings of the shareholders and the Board of Directors, attend to serving and giving all notices of the Corporation; have charge of the corporate seal, the stock certificate records and such other books, records and papers as the Board of Directors may direct; keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence, the number of shares of stock held by them, and the time when they became owners thereof; and perform such other duties as may be incident to the office or as may be prescribed by the Chairman of the Board or the President. If Assistant Secretaries are appointed, each such officer shall be authorized to perform the functions of the Secretary upon the request or absence of the Secretary.

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4.5 Treasurer. If appointed, the Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Corporation; shall have the care and custody of all funds and securities of the Corporation; shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board or the President; and shall perform such other duties as may be incident to the office or as may be prescribed by the Chairman of the Board or the President. If Assistant Treasurers are appointed, each such officer shall be authorized to perform the functions of the Treasurer upon the request or absence of the Treasurer.

4.6 Other Officers. Other officers of the Corporation appointed in accordance with these Bylaws shall have such authority and duties as may be prescribed by the Board of Directors or by the officer appointing them or, if no prescription has been specifically made by the Board of Directors or the appointing officer, as may generally pertain to their respective offices.

4.7 Execution of Instruments. Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures and contracts (except as otherwise provided herein or by law) shall be executed by the Chairman of the Board, the President, or any Vice President or such officer(s) or employee(s) or agent(s) as the Board of Directors or any of such designated officers may direct.

4.8 Compensation. By a resolution of the shareholders or the Board of Directors, the officers may be paid their expenses, if any, and a fixed sum for discharging their duties as officers of the Corporation. No such payment shall preclude any officer from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 5

EMPLOYEES OTHER THAN OFFICERS

5.1 Employees. Subject to the authority of the Board of Directors, the Chairman of the Board, the President, or any other officer authorized by either the Chairman or the President, may employ such agents and employees, other than officers, as such officer may deem advisable for the prompt and orderly transaction of the business of the Corporation. Any officer so doing may define the duties of such agents and employees, fix their compensation and dismiss them. Such officer is authorized, on behalf of the Corporation, to execute any agency, employment, or other such agreements which may be necessary and proper to effect the employment of such agent or employee.

ARTICLE 6

CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Form and Signatures. Certificates evidencing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or Treasurer or any other officer authorized by a resolution of the Board of Directors, and may (but need not) be sealed by the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee thereof.

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All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, along with the number of shares and the date of issue, shall be entered on the stock transfer records of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled. No new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

6.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the transfer records of the Corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes except to the extent the Board of Directors, by resolution, may establish a procedure whereby the beneficial owners of shares registered in the name of a nominee are to be recognized by the Corporation as the shareholder, in accordance with applicable law.

ARTICLE 7

WAIVER OF NOTICE

7.1 Waiver. Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the proper giving of such notice.

ARTICLE 8

FISCAL YEAR

8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of each year.

ARTICLE 9

DIVIDENDS AND FINANCES

9.1 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon such terms and conditions as may be permitted by law.

9.2 Depositories. The monies of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate, and all payments, so far as practicable, shall be made by checks. Checks and drafts as well as notes, bonds or other instruments creating or evidencing an obligation for the payment of money shall be signed in the name of the Corporation or as the Board of Directors shall direct.

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ARTICLE 10

SHARES OF OTHER CORPORATIONS

10.1 Voting. The Chairman of the Board, President or any Vice President is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to said officer to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by said officer in person or by any person authorized so to do by proxy or power of attorney duly executed by said officer. Notwithstanding the above, the Board of Directors, in its discretion, may designate by resolution any additional person to vote or represent said shares of other corporations.

ARTICLE 11

SEAL

11.1 Seal. The seal of the Corporation, if any, shall be in such form as may be approved from time to time by the Board of Directors and said seal, or a facsimile thereof, may be imprinted or affixed by any process or in any manner reproduced. The Secretary or Treasurer, any Assistant Secretary or Assistant Treasurer and any other officer authorized by resolution of the Board of Directors shall be empowered to affix and attest the corporate seal on all documents.

ARTICLE 12

AMENDMENTS

12.1 Amendments. Unless otherwise provided by law or indicated herein, these Bylaws or any of them may be altered, amended, or repealed and new Bylaws made by the Board of Directors or the shareholders at any regular meeting, at any special meeting where such action has been announced in the call and notice of such meeting, or by unanimous consent in writing in lieu of a meeting.

ARTICLE 13

INDEMNIFICATION

13.1 Limitation of Liability. To the fullest extent that the Illinois Business Corporation Act of 1983, as it exists on the date of adoption or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers of the Corporation in any proceeding brought by or in the right of a corporation or by or on behalf of shareholders of the Corporation, and provided that a director or officer shall not have engaged in (i) any breach of his or her duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the director or officer derived an improper or personal benefit, then such a director or officer shall not be liable to the Corporation for monetary damages.

13.2 Indemnification. To the fullest extent permitted and in the manner prescribed by the Illinois Business Corporation Act of 1983 and any other applicable law, the Corporation shall indemnify, against all liability incurred in a proceeding (and advance reasonable expenses to), any director or officer of the Corporation who is, was, or is threatened to be made a party to any

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such threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, arbitrative, or investigative), including an action by or in the right of the Corporation, by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

13.3 Other Persons. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify, or contract in advance to indemnify (and advance reasonable expenses to), any person not specified in Section 13.2 of this ARTICLE 13 who was or is a party to any proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 13.2 hereof.

13.4 Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this ARTICLE 13 and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him or her against such liability under the provisions of this ARTICLE 13.

13.5 Scope. The provisions of this ARTICLE 13 shall be applicable to all actions, claims, suits, or proceedings commenced after the proper adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article shall diminish the rights or protection provided hereby with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal.

13.6 Continuous Coverage. Reference herein to directors, officer, employees, or agents, shall include former directors, officers, employees, and agents, and their respective heirs, executors, and administrators.

ARTICLE 14

NO CONFLICT

14.1 No Conflict. If, at any time, there is any inconsistency or conflict between these Bylaws and the provisions of the Code of Illinois, as the same may be amended from time to time, the contrary provisions of the Code of Illinois shall take precedence over and govern the conduct of the Corporation. Wherever these Bylaws do not cover a particular situation, the applicable provisions of the Code of Illinois shall apply with the same force and effect and set forth herein.

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EX-3.4.40

Exhibit 3.4.40

BY – LAWS

of

Stonehedge Convalescent Center, Inc.

ARTICLE I

Articles of Organization

The name and purposes of the corporation shall be as set forth in the Articles of Organization. These By-Laws, the powers of the Corporation and of its Directors and stockholders, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization; and the Articles of Organization, as from time to time amended, are hereby made a part of these By-Laws. All references in these By-Laws to the Articles of Organization shall be construed to mean the Articles of Organization of the Corporation as from time to time amended.

ARTICLE II

Annual Meeting-of Stockholders

The annual meeting of stockholders shall be held on the last Thursday of January in each year at such hour as may be fixed by vote of the Board of Directors or, if the Board shall not fix such hour, as may be determined by-the President and set forth in the notice thereof, unless that day be a legal holiday at the site of the meeting, in which case the meeting shall be held at the same hour on the next succeeding business day at the site of the meeting. Purposes for which an annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization and by these By-Laws, may be specified by the President, or by a vote of a majority of the Directors then in office, or by one or more stockholders who are entitled to vote and who hold in the aggregate at least ten per cent (10%) of the capital stock entitled to vote at the meeting.

If such annual meeting is omitted on the day herein provided therefor, a special meeting of stockholders may be held in place thereof and any business transacted or elections held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and, in such case, all references in these By-Laws, except in this Article II and in Article IV, to the annual meeting of stockholders shall be deemed to refer to such special meeting. Any such special meeting shall be called, and the purposes thereof shall be specified in the notice thereof, as provided in Article III.

ARTICLE III

Special Meetings of Stockholders

A special meeting of stockholders may be called at any time by the President or by a majority of the Directors then in office. A special meeting of stockholders shall be called by the

Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who hold in the aggregate at least ten percent (10%) of the capital stock entitled to vote-at the meeting. Such call shall state the time, place and purpose of the meeting.

ARTICLE IV

Place of Stockholders’ Meetings

The annual meeting of stockholders and any special meeting of stockholders, by whomever called, shall be held at the principal office of the Corporation in Massachusetts, or at such other place in Massachusetts or within the continental limits of the United States of America as may be determined by the Board of Directors (or, in the event such meeting shall have been called upon the application of stockholders, by such stockholders) and stated in the notice thereof. Any adjourned session of any annual or special meeting of stockholders shall be held within the continental limits of the United States at such place as is designated in the vote of adjournment.

ARTICLE V

Notice of Stockholders’ Meetings

A written notice of each annual or special meeting of stockholders, stating the place, date and hour thereof, and the purpose or purposes for which the meeting is to be held, shall be given at least thirty (30) days before the meeting to each stockholder entitled to vote thereat, and to each stockholder who, under the Articles of Organization or these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence, or usual place of business or by mailing it, postage prepaid, addressed to such stockholder at his address as it appears in the records of the Corporation. Such notice shall be given by the Clerk, by any other officer, or by a person designated either by the Clerk or by the person or persons calling the meeting, or by the Board of Directors. No notice of the time, place or purposes of any annual or special meeting of stockholders shall be required to be given to a stockholder if a written waiver of such notice is executed before or after the meeting by such stockholder, or by his attorney thereunto authorized, and filed with the records of the meeting.

ARTICLE VI

Quorum of Stockholders

At any meeting of stockholders, a quorum for the election of any Director or officer, or for the consideration of any question, shall consist of a majority in interest of all stock issued, outstanding and entitled to vote at such election, or upon such question, respectively; except that if two or more classes of stock are entitled to vote as separate classes upon any question, then, in the case of each such class, a quorum for the consideration of such question shall consist of a majority in interest of all stock of that class issued, outstanding and entitled to vote; and except in any case where a larger quorum is required by law, by the Articles of Organization or by these By-Laws. Stock owned by the Corporation, if any, shall not be deemed outstanding for this purpose. In any case, any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

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When a quorum is present at any meeting, a plurality of the votes properly cast for any office shall elect to such office, except where a larger vote is required by law, by the Articles of Organization or by these By-Laws, and a majority of the votes properly cast upon any other question (or if two or more classes of stock are entitled to vote as separate classes upon such question, then, in the case of each such class, a majority of the votes of such class properly cast upon the question), except in any case where a larger vote is required by law, by the Articles of Organization or by these By-laws, shall decide the matter.

ARTICLE VII

Proxies and Voting

Except as may be provided in the Articles of Organization, with respect to two or more classes or series of stock, stockholders entitled to vote shall have one vote for each share of stock entitled to vote owned by them and a proportionate vote for each fractional share. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The Corporation shall not, directly or indirectly, vote upon any share of its own stock.

Stockholders entitled to vote may vote either in person or by proxy in writing dated not more than six (6) months before the meeting named therein, which proxies shall be filed with the Clerk of the meeting, or any adjournment thereof, before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment of such meeting.

Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing or writings filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.

The Chairman of the Board, if there be one, or in his absence the President, or in absence of both the Chairman of the Board and the President, a vice-president shall call meetings of the stockholders to order and shall act as chairman thereof. The Clerk of the corporation, if present, shall record the proceedings of all meetings of stockholders and, in his absence, the presiding officer may appoint a clerk pro tempore of the meeting.

ARTICLE VIII

Board of Directors

The number of Directors of the Corporation shall consist of not fewer than, the lesser of three or the number of shareholders of the Corporation. Directors shall be elected annually (by ballot if so requested by any stockholder entitled to vote) at the annual meeting of stockholders by such stockholders as have the right to vote at such election. The number of Directors for each corporate year shall initially be fixed by vote at the meeting at which they are elected, and if not so fixed shall be the number of Directors immediately prior to such meeting.

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Any action which may by law, the Articles of Organization or these By-Laws be taken by a majority of the Board of Directors then in office may be taken by the sole Director when the Corporation has only one Director.

At any time, during any year the number of the Board of Directors may be increased within the aforesaid limits by vote of a majority of the Directors then in office. At any time during any year, the whole number of Directors may be increased or reduced within the aforesaid limits by the stockholders at a meeting called for the purpose and, in the case of a reduction, the particular directorships which shall terminate shall be determined by the stockholders, in each case by vote of a majority of the stock outstanding and entitled to vote for the election of Directors, or, in the case of a reduction which involves the termination of the directorship of an incumbent Director, by such larger vote, if any, as would be required to remove such incumbent from office.

Each newly-created directorship resulting from any increase in the number of Directors may be filled in the manner provided in Article XIX.

No Director need be a stockholder except as may be otherwise provided by law, by the Articles of Organization or these By-Laws. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until he sooner dies, resigns or is removed.

ARTICLE IX

Powers of Directors

The business, property and affairs of the Corporation shall be managed by, and be under the control and direction of, the Board of Directors which shall have and may exercise all the powers of the Corporation except such as are conferred upon the stockholders or other officers by law, by the Articles of Organization or by these By-Laws.

Except as may be otherwise specifically provided by law or by-vote of the stockholders, the Board of Directors is expressly authorized to issue, from time to time, all or any portion or portions of the capital stock of the Corporation of any class, which may have been authorized but not issued or otherwise reserved for issue, to such person or persons and for such consideration (but not less than the par value thereof in case of stock having par value), whether cash, tangible or intangible property, good will, services or expenses, as they may deem best, without first offering (for subscription or sale) such authorized but unissued stock to any present or future stockholders of the Corporation, and generally in their absolute discretion to determine the terms and manner of any disposition of such authorized but unissued stock.

The Board of Directors may delegate from time to time to any committee, officer or agent such powers and authority as the law, the Articles of Organization and these By-Laws may permit. The Board of Directors in its discretion may appoint and remove and determine the compensation and duties in addition to those fixed by law, the Articles of Organization and these

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By-Laws, of all the officers, representatives, agents, employees and servants of the Corporation. The Board of Directors shall have power to fix a reasonable compensation or fee for the attendance of their members at meetings of the Board. The Board-of Directors shall have the power, from time to time, to fix and determine and to vary the amount of working capital of the Corporation and to direct and determine the use and disposition of any surplus or net profits of the Corporation over and above the amount contributed as, or constituting, capital paid in. The Board of Directors, in its discretion, shall, from time to time, declare what, if any, dividends shall be paid on the stock of the Corporation out of the remaining surplus or net profits, and any dividend so declared shall be payable at such time or times as the Board shall determine.

ARTICLE X

Committees of Directors

The Board of Directors, by vote of a majority of the Directors then in office, may at any time elect from its own number an executive committee and/or one or more other committees, and may from time to time designate or alter, within the limits permitted by this Article X, if applicable, the duties, powers and number of members of such committees or change their membership, and may at any time abolish such committees or any of them.

Any committee shall be vested with such powers of the Board of Directors as the Board may determine in the vote establishing such committee or in a subsequent vote of a majority of directors then in office, provided, however, that no such committee shall have any power prohibited by law, or the Articles of Organization or the power

(a) to change the principal office of the Corporation;

(b) to amend or-authorize the amendment of the Certificate of Incorporation or these By-Laws;

(c) to issue stock;

(d) to establish and designate series of stock, and fix and determine the relative rights and preferences of any series of stock;

(e) to elect officers required by law, the Articles of Incorporation or these By-Laws to be elected by stockholders or Directors, and to fill vacancies in any such office;

(f) to change the number of the Board of Directors and to fill vacancies in the Board of Directors;

(g) to remove officers or Directors from office;

(h) to authorize the payment of any dividend or distribution to stockholders;

(i) to authorize the reacquisition for value of stock of the Corporation;

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(j) to authorize a merger or consolidation of the Corporation or a sale or other disposition of all or substantially all the property and business of the Corporation; or

(k) to authorize the liquidation or dissolution of the Corporation;

and provided further, that the fact that a particular power appears in the foregoing enumeration of power denied to committees of the Board of Directors shall not be construed to over-ride by implication any other provision of the Articles of Organization or these By-Laws limiting or denying to the Board of Directors the right to exercise such power.

Each member of a committee shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders (or until such other time as the Board of Directors may determine, either in the vote establishing the committee or at the election of such member) and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, is replaced by change of membership or becomes disqualified by ceasing to be a Director, or until the committee is sooner abolished by the Board of Directors.

A majority of the members of any committee then in office shall constitute a quorum for the transaction of business, but any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Each committee may make rules not inconsistent herewith for the holding and conduct of its meetings, but unless otherwise provided in such rules its meetings shall be held and conducted in the same manner as nearly as may be as is provided in these By-Laws for meetings of the Board of Directors. The Board of Directors shall have power to rescind any vote or resolution of any committee; provided, however, that no rights of third parties shall be impaired by such rescission.

ARTICLE XI

Meetings of the Board of Directors;

Action without a Meeting

Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as the Board may from time to time determine; provided, however, that reasonable notice of such determination and of any changes therein is given to each member of the Board then in office. A regular meeting of the Board of Directors for the purpose of electing officers and agents may be held without call or notice immediately after and at the same place as the annual meeting of stockholders, and, if held upon due call or notice, for such other and further purposes as may be specified in such call or notice.

Special meetings of the Board of Directors may be held at any time and at any place when called by the President, the Treasurer, the Chairman of the Board, if there be one, or two or more Directors, reasonable notice thereof being given to each Director by the Secretary, or, if there be no Secretary, by the Clerk, or, in the case of death, absence, incapacity or refusal of the Secretary (or the Clerk, as the case may be), by the officer or Directors calling the meeting. In any case, it shall be deemed sufficient notice to a Director to send notice by mail at least forty-eight (48) hours, or by telegram at least twenty four (24) hours, before the meeting, addressed to him at his usual or last known business or residence address; or to give notice to him in person, either by telephone or by handing him a written notice, at least twenty-four (24) hours before-the meeting.

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Notwithstanding the foregoing, notice of a meeting need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto, or at its commencement, the lack of notice to him.

Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and such written consent is filed with the records of the meetings of the Directors. Such consent shall be treated as a vote at a meeting for all purposes. Such consents may be executed in one or more counterparts and not every Director need sign the same counterpart.

ARTICLE XII

Quorum of Directors

At any meeting of the Board of Directors, a quorum for any election, or for the consideration of any question, shall consist of a majority of the Directors then in office, but any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, the votes of a majority of the Directors present shall be requisite and sufficient for election to any office, and a majority of the Directors present shall decide any question brought before such meeting except in any case where a larger vote is required by law, by the Articles of Organization or by these By-Laws.

ARTICLE XIII

Officers and Agents

The officers of the Corporation shall be a President, a Treasurer, a Clerk, and such other officers, which may include a Chairman of the Board, a Secretary, a Controller, one or more Vice Presidents, Assistant Treasurers, Assistant Clerks, or Assistant Controllers, as the Board of Directors may, in its discretion, appoint. The President need not be Director. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of receiving service of process. So far as is permitted by law, any two or more offices may be held by the same person.

Subject to law, to the Articles of Organization and the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and as the Board of Directors may from time to time designate.

The President, Treasurer, and Clerk (and the Secretary and Chairman of the Board, if, as the case may be, there be one) shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders, by vote of a majority of the full Board of Directors. Such other officers of the Corporation as may be created in accordance with these By-Laws may be filled at such meeting by vote of a majority of the full Board of Directors or any other time by vote of a majority of the Directors then in office.

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Each officer shall (subject to Article XVIII of these By-Laws) hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected or appointed and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified. Each agent shall retain his authority at the pleasure of the Board of Directors.

Any officer, employee, or agent of the Corporation may be required as and if determined by the Board of Directors, to give bond for the faithful performance of his duties.

ARTICLE XIV

President and Vice Presidents; Chairman of the Board

The President shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business, property and affairs of the Corporation and such other powers and duties as the Board of Directors may prescribe, subject to the control of the Board of Directors, unless otherwise provided by law, the Articles of Organization, these By-Laws or by specific vote of the Board of Directors. Unless a Chairman of the Board shall have been elected, the President shall preside at all meetings of stockholders and of the Board of Directors at which he is present except as otherwise voted by the Board of Directors.

Any Vice President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall be responsible to and shall report to the President. In the absence or disability of the President, the Vice President or, if there be more than one, the Vice Presidents in the order of their seniority or as otherwise designated. by the Board of Directors, shall have the powers and duties of the President.

The Chairman of the Board, if there be one, shall be a member of the Board of Directors and shall preside at its meetings and at the meetings of the stockholders. He shall keep himself informed of the administration of the affairs of the Corporation, shall advise and counsel with the President, and, in the President’s absence, with other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

ARTICLE XV

Treasurer and Assistant Treasurer

The Treasurer shall be the chief financial officer of the Corporation and shall be in charge of its funds and the disbursements thereof, subject to the Board of Directors, and shall have such duties and powers as are commonly incident to the office of a corporate treasurer and such other duties and powers as may be prescribed from time to time by the Board of Directors. If no Controller is elected, the Treasurer shall also have the duties and powers of the Controller as provided by these By-Laws. The Treasurer shall be responsible to and shall report to the Board of Directors, but in the ordinary conduct of the Corporation’s business, shall be under supervision of a Vice President.

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Any Assistant Treasurer-shall have such duties and powers as shall be prescribed from time to time by the Board of Directors or by the Treasurer, and shall be responsible to and shall report to the Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer or, if there be more than one, the Assistant Treasurers in their order of seniority or as otherwise designated by the Board of Directors, shall have the powers and duties of the Treasurer.

ARTICLE XVI

Controller

If a Controller is elected, he shall be the chief accounting officer of the Corporation and shall be in charge its books of account and accounting records and of its accounting procedures, and shall have such duties and powers as are commonly incident to the office of a corporate controller and such other duties and powers as may be prescribed from time to time by the Board of Directors. The Controller shall be responsible to and shall report to the Board of Directors but in the ordinary conduct of the Corporation’s business, shall be under the supervision of the Treasurer or a Vice President.

Any Assistant Controller shall have duties and powers as shall be prescribed from time to time by the Board of Directors or by the Controller, and shall be responsible to and shall report to the Controller.

ARTICLE XVII

Clerk; Secretary; Assistant Clerk and Assistant Secretary

The Clerk shall record all proceedings of the stockholders in books to be kept therefor, and shall have custody of the Corporation’s records, documents and valuable papers. In the absence of the Clerk from any such meeting, the Secretary, if any, may act as temporary clerk, and shall record the proceedings thereof in the aforesaid books, or a temporary clerk may be chosen by vote of the meeting.

The Clerk shall also keep, or cause to be kept, the stock transfer records of the Corporation which shall contain a complete list of the names and addresses of all stockholders and the amount of stock held by each.

Unless the Board of Directors shall otherwise designate, the Clerk or, in his absence, the Assistant Clerk, if any, shall have custody. of the corporate seal and be responsible for affixing it to such documents as may be required to be sealed.

The Clerk shall have such other duties and powers as are commonly incident to the office of a corporate clerk, and such other duties and powers as may be prescribed from time to time by the Board of Directors.

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If no Secretary is elected, the Clerk shall also record all proceedings of the Board of Directors and of any meetings of any committees of the Board, and, in his absence from any such meeting, a temporary clerk shall be chosen who shall record the proceedings thereof.

The Secretary shall attend all meetings of the Board of Directors and shall record the proceedings thereat in books provided for that purpose which shall be open during business hours to the inspection of any Director. He shall notify the Directors of the meetings in accordance with these By-Laws and shall have and may exercise such other powers and duties as the Board of Directors may prescribe. In the absence of the Secretary at a meeting of the Board of Directors, a temporary secretary shall be chosen.

Any Assistant Clerk and any Assistant Secretary shall have such duties and powers as shall from time to time be designated by the Board of Directors or the Clerk or the Secretary, respectively, and shall be responsible to and shall report to the Clerk and the Secretary respectively.

ARTICLE XVIII

Resignations and Removals

Any Director or officer may resign at any time by delivering his resignation in writing to the President, the Clerk or the Secretary, or to a meeting of the Board of Directors. The stockholders may, by vote of a majority in interest of the stock issued and outstanding and entitled to vote at an election of Directors, remove any Director or Directors from office with or without cause; provided, however, that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class. The Board of Directors may, by note of the majority of the Directors in office, remove any Director from office with cause, or remove any officer from office with or without cause; provided, however, that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class. The Board of Directors may, by vote of the majority of the Directors in office, remove any Director from office with cause, or remove any officer from office, with or without cause. The Board of Directors may, at any time, by vote of a majority of the Directors present and voting, terminate or modify the authority of any agent. No Director or officer resigning and (except where a right to receive compensation for a definite future period shall be expressly provided in a written agreement with the Corporation, duly approved by the Board of Directors) no Director or officer removed shall have any right to any compensation as such Director or officer for any period following his resignation. or removal, or any right to damages on account of such removal, whether his compensation be by the month, by the year or otherwise. Any Director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

ARTICLE XIX

Vacancies

Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board, and any vacancy in any other office, may be filled by the stockholders or, in the absence of stockholder action, by a majority of the Directors then in office.

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If the office of any member of any committee or of any other office becomes vacant, the Board of Directors may elect or appoint a successor or successors by vote of a majority of the Directors then in office.

Each successor as a Director or officer shall hold office for the unexpired term and until his successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

The Board of Directors shall have and may exercise all its powers, notwithstanding the existence of one or more vacancies in its number as fixed by either the stockholders or the Directors.

ARTICLE XX

Capital Stock

The authorized amount of the capital stock and the par value, if any, of the shares shall be as fixed in the Articles of Organization. At all times when there are two or more classes of stock, the several classes of stock shall conform to the description and terms, and have the respective preferences, voting powers, restrictions and qualifications set forth in the Articles of Organization.

ARTICLE XXI

Certificate of Stock

Each stockholder shall be entitled to a certificate of the capital stock of the Corporation owned by him, in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors. Such certificate shall be signed by the Managing Director or the President or a Vice President, and by either the Treasurer or an Assistant Treasurer, and may, but need not be, sealed with the corporate seal; but when any such certificate is signed by a transfer agent or by a registrar other than a Director, officer, or employee of the Corporation, the signature of the President or a Vice President and of the Treasurer or an Assistant Treasurer of the Corporation, or either or both such signatures and such seal upon such certificate, may be facsimile. If any officer who has signed, or whose facsimile signature has been placed on, any such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if he were such officer at the time of issue.

Every certificate for shares of stock which are subject to any restriction on transfer pursuant to law, the Articles of Organization, these By-laws, or any agreement to which the Corporation is a party, shall have the restriction noted conspicuously on the certificate, and shall also set forth, on the face or back, either the full text of the restriction or a statement of the existence of such restriction and (except if such restriction is imposed by law) a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request

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and without charge. Every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications, and special and relative rights of the shares of each class and series authorized to be issued, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

ARTICLE XXII

Transfer of Shares of Stock

Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the Corporation only by surrender to the Corporation, or its transfer agent, of the certificate therefor, properly endorsed or accompanied by a written assignment or power of attorney properly executed, with all requisite stock transfer stamps affixed, and with such proof of the authenticity and effectiveness of the signature as the Corporation or its transfer agent shall reasonably require. Except as may be otherwise required by law, the Articles of Organization or these By-Laws, the Corporation shall have the right to treat the person registered on the stock transfer books as the owner of any shares of the Corporation’s stock as the owner-in-fact thereof for all purposes, including the payment of dividends, liability for assessments, the right to vote with respect thereto and otherwise, and accordingly shall not be bound to recognize any attempted transfer, pledge or other disposition thereof, or any equitable or other claim with respect thereto, whether or not it shall have actual or other notice thereof, until such shares shall have. been transferred on the Corporation’s books in accordance with these By-Laws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

ARTICLE XXIII

Transfer Agents and Registrars; Further Regulations

The Board of Directors may appoint one or more banks, trust companies or corporations doing a corporate trust business, in good standing under the laws of the United States or any state therein, to act as the Corporation’s transfer agent and/or registrar for shares of capital stock,. and the Board may make such other and further regulations, not inconsistent with applicable law, as it may deem expedient concerning the issue, transfer and registration of capital stock and stock certificates of the Corporation.

ARTICLE XXIV

Loss of Certificates

In the case of the alleged loss, destruction, or wrongful taking of a certificate of stock, a duplicate certificate may be issued in place thereof upon. receipt by the Corporation of such evidence of loss and such indemnity bond, with or without surety, as shall be satisfactory to the President and the Treasurer, or otherwise upon such terms, consistent with law, as the Board of Directors may prescribe.

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ARTICLE XXV

Record Date

The Directors may fix in advance a time, which shall not be more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date of, and to vote at, such meeting and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent, and in such case, only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date; or, without fixing such record date, the Directors may, for any such purposes, close the transfer books -for all or any part of such period.

ARTICLE XXVI

Seal

The seal of the Corporation shall, subject to alteration by the Board of Directors, consist of a flat-faced circular die with the word “Massachusetts”, together with the name of the Corporation and the year of incorporation, cut or engraved thereon. An impression of the sea! impressed upon the original copy of these By-Laws shall be deemed conclusively to be the seal adopted by the Board of Directors.

ARTICLE XXVII

Execution of Papers

Except as the Board of Directors may generally or in particular cases otherwise authorize or direct, all deeds, leases, transfers, contracts, proposals, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed or endorsed on behalf of the Corporation by its President or by one of its Vice Presidents or by its Treasurer.

ARTICLE XXVIII

Fiscal Year

Except as from time to time provided by the Board of Directors, the fiscal year of the Corporation shall end on the 30th day of September of each year.

ARTICLE XXIX

Indemnification of Directors and Officers

Each officer or Director or former officer or Director of the. Corporation, and each person who shall, at the Corporation’s request, have served as an officer or director of another corporation of which the Corporation is or was a stockholder or creditor, whether or not then in office, and the heirs, executors, administrators, successors and assigns of each of them shall be

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indemnified by the Corporation against all costs and expenses, including fees and disbursements of counsel, reasonably incurred by or imposed upon him or them in connection with or arising out of any action, suit, or proceeding, civil or criminal, in which he or they may be involved, or incurred in anticipation of any action, suit or proceeding, by reason of his being or having been an officer or Director of the Corporation or of such other corporation, including the cost of reasonable settlements (other than amounts paid to the Corporation itself) made with a view to curtailment of costs of litigation. Without limiting the generality of the foregoing, no Director of the Corporation shall be liable to any person on account of any action undertaken by him as such Director in reliance in good faith upon the existence of any fact or circumstance reported or certified to the Board of Directors by any officer of the Corporation or by any independent auditor, engineer, or consultant retained or employed as such by the Board of Directors. The Corporation shall not, however, indemnify any such person, or his heirs, executors, administrators, successors, or assigns, with respect to any matter as to which he shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. The foregoing rights of indemnification shall not be exclusive of other rights to which any such Director or officer may be entitled as a matter of law.

ARTICLE XXX

Voting Stock in Other Corporations

Unless otherwise ordered by the Board of Directors, the President or, in the case of his absence or failure to act, the Treasurer, shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which this Corporation may hold stock, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors, by resolution from-time to time, or, in the absence thereof, the President, may confer like powers upon any other person or persons as attorneys and proxies of the Corporation.

ARTICLE XXXI

Corporate Records

The original or attested copies of the Articles of Organization, By-Laws, and records of all meetings of the incorporators and stockholders, and the stock and transfer records which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts, either at the principal office of the Corporation or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any stockholder for any proper purpose, but not to secure a list of the stockholders for the purpose of selling said list, or copies thereof, or of using the same for a purpose other than in the present interest of the applicant, as a stockholder, relative to the affairs of the Corporation.

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ARTICLE XXXII

Amendments

These By-Laws may be altered, amended or repealed, in whole or in part at any time by vote of the stockholders. The Board of Directors, by a majority vote of Directors at the time in office, may alter, amend or repeal these By-Laws in whole or in part, except with respect to any provision hereof which by law, the Articles of Organization or these By-laws requires action by the stockholders; provided that not later than the time of giving notice of the meeting of stockholders next following the alteration, amendment or repeal of these By-Laws, in whole or in part, notice thereof, stating the substance of such action shall be given to all stockholders entitled to vote on amending these By-Laws. By-Laws adopted by the Directors may be amended by the stockholders.

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EX-3.4.41

Exhibit 3.4.41

BY-LAWS

Of

TRANSCULTURAL HEALTH DEVELOPMENT, LTD.

ARTICLE I.

OFFICES

Section. 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the corporation shall be located at such place as the board of directors shall from time to time determine.

Section 2. OTHER OFFICES. Other offices may at any time be established by the board of directors or the chief executive officer at any place or places where the corporation is qualified to do business.

ARTICLE II.

MEETING OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal executive office of the corporation or any other place within or without the State of California which may be designated either by the board of directors or by the shareholders in accordance with these by-laws.

Section 2. ANNUAL MEETINGS. The annual meetings shall be the forum at which directors shall be elected and any other business may be transacted which is within the powers of the shareholders. If the date set forth in these by-laws falls upon a legal holiday, then such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. The annual meetings of shareholders shall be held on the 19th day of September, of each year, at the hour of 9:00 A.M. or at such other date and time as shall be designated from time to time by the board of directors or by the shareholders in accordance with these by-laws.

Section 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called by a majority of the board, the chairman of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or corporate counsel.

Section 4. NOTICE OF MEETING – WAIVER OF NOTICE.

(a) Whenever shareholders are required or permitted to take any action at a meeting of the shareholders called by a majority of the board of directors, a written notice of the meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and

(1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or

(2) in the case of the annual meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

(b) Notice of a shareholders’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other stockholders.

(c) Upon request in writing to the chairman of the board, president, vice president or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 of the California Corporations Code shall apply to such application. The court may issue such orders as may be appropriate, including without limitation, orders designating the time and place of the meeting, the record date for determination of shareholders entitled to vote and the form of notice.

(d) When a shareholders’ meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business

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which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).

(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant. to Sections 310, 902, 1201, 1900 or 2007 of the California Corporations Code shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

Section 5. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by vote of a majority of the shares the holders of which are either present in person or by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting, except as provided in Section 4 of this ARTICLE II.

When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45) days or more, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting as in the case of an original meeting. Except as set forth in this Section 6 of ARTICLE II, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement of the time and place thereof at the meeting in which such adjournment is taken.

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Section 7. VOTING. At all meetings of shareholders, every shareholder entitled to vote shall have the right to vote in person or by proxy the number of shares standing in the name of such shareholder on the stock records of the corporation on the record date for such meeting. Shares held by an administrator, executor, guardian, conservator, custodian, trustee, receiver, pledgee, minor, corporation or fiduciary or held by this corporation or a subsidiary of this corporation in a fiduciary capacity or by two or more persons shall be voted in the manner set forth in Sections 702, 703, and 704 of the General Corporation Law. Shares of this corporation owned by this corporation or a subsidiary (except shares held in a fiduciary capacity) shall not be entitled to vote. Unless a record date for voting purposes is fixed pursuant to Section 1 of ARTICLE V of these bylaws, than only persons in whose names shares entitled to vote stand on the stock records of the corporation at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting. Votes at a meeting may be given by viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. If a quorum is present at the beginning of the meeting, except with respect to the election of directors (and subject to the provisions of Section 5 of this ARTICLE II should shareholders withdraw thereafter) the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders and shall decide any question properly brought before the meeting, unless the vote of a greater number of voting by classes is required by the General Corporation Law or the Articles of Incorporation, in which case the vote so required shall govern and control the decision of such question. Subject to the provisions of the next sentence, at all elections of directors of the corporation, each shareholder shall be entitled to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit. No shareholder shall be entitled to cumulate his votes unless the name of the candidate or candidates for whom such votes would be cast has been placed in nomination prior to the voting and any shareholder has given notice at the meeting prior to the voting, of such shareholder’s intention to cumulate his votes. The candidates receiving the highest number of votes up to the number of directors to be elected shall be in fact elected.

Section 8. WAIVER OF NOTICE AND CONSENT Of ABSENTEES. The proceedings and transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law or these bylaws to be included in the notice but which was not so included, if such objection is expressly made at the meeting, provided however, that any person making such objection at the beginning of the meeting or to the consideration of matters required to be but not included in the notice may orally withdraw such objection at the meeting or thereafter waive such objection by

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signing a written waiver thereof or a consent to the holding of the meeting or the consideration of the matter or an approval of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any annual or special meeting of shareholders need be specified in any written waiver of notice except that the general nature of the proposals specified in subsections (a) through (e) of Section 4, of this ARTICLE II, shall be so stated. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9. ACTION WITHOUT A MEETING. Directors may be elected without a meeting by a shareholder consent in writing, setting forth the action so taken, signed by all of the persons who would be entitled to vote for the election of directors, or without notice except as hereinafter set forth, a director tray be elected at any time to fill a vacancy not filled by the directors by the written consent of persons holding a majority of the outstanding shares entitled to vote for the election of directors.

Any other action which, under any provision of the General Corporation Law may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. This consent in writing requires that the consent of all holders entitled to vote have been solicited in writing.

(a) Notice of any proposed shareholder approval of, (i) a contract or other transaction between the corporation and one or more of its directors of any corporation, firm or association in which one or more of its directors has a material financial interest or is also a director, (ii) indemnification of an agent of the corporation as authorized by Section 16, of Article III, of these bylaws, (iii) a reorganization of the corporation as defined in Section 181 of the General Corporation Law, or (iv) the contribution of shares, obligations or securities of any other corporation or assets other than money which is not in accordance with the liquidation rights of preferred shares if the corporation is in the process of winding up, without a meeting by less than unanimous written consent, shall be given at least ten clays before the consummation of the action authorized by such approval; and

(b) Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Such notices shall be given in the manner and shall be deemed to have been given as provided in Section 4 of ARTICLE II of these bylaws.

Unless, as provided in Section 1 of ARTICLE V of these bylaws, the board of directors has fixed a record date for the determination of shareholders entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. All such written consents shall be filed with the secretary of the corporation.

Any shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective

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proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary of the corporation.

Section 10. PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or the duly authorized agent of such person and filed with the secretary of the corporation, or the persons appointed as inspectors of election or such other person as may be designated by the board of directors or the chief executive officer to receive proxies; provided, that no such proxy shall be valid after the expiration of eleven months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force. Every proxy duly executed continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Except as otherwise provided by law, such revocation may be effected by attendance at the meeting and voting in person by the person executing the proxy or by a writing stating that the proxy is revoked or by a proxy bearing a later date executed by the person executing the proxy and filed with the secretary of the corporation or the persons appointed as inspectors of election or such other persons as may be designated by the board of directors or the chief executive officer to receive proxies.

Section 11. INSPECTORS OF ELECTION. In advance of any meeting of shareholders, the board of directors may appoint any person as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the results and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. In the determination of the validity and effect of proxies the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

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ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the General Corporation Law and any limitations in the articles of incorporation relating to action requiring shareholder approval, and subject to the duties of directors as prescribed by the bylaws, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The Board of Directors shall hereby be composed of 5 directors. After the issuance of shares, this number may be changed only by an amendment to the articles of incorporation or the bylaws approved by the affirmative vote or written consent of a majority of the outstanding shares entitled to vote. If the number of directors is or becomes five or more, an amendment of the articles of incorporation or the bylaws reducing the authorized number of directors to less than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16 ²/3 percent of the outstanding shares entitled to vote. Directors need not be residents of the State of California nor shareholders of the corporation.

Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting of shareholders held for that purpose, or at the next annual meeting of shareholders held thereafter. Each director shall hold office at the pleasure of the shareholders until the next annual meeting of shareholders and until his successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws.

Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. Any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote provided that no director may be removed (unless the entire board is removed) when the votes cast against removal (or, if such action is taken by written consent, the shares held by persons not consenting in writing to such removal) would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. No reduction of the authorized number of directors shall have the effect or removing any director before his term of office expires.

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Section 5. VACANCIES. Vacancies on the board of directors (except vacancies created by the removal of a director) may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director, and each director elected in this manner shall hold office until the next annual meeting of shareholders and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these by-laws. A vacancy or vacancies on the board of directors shall exist on the death, resignation or removal of any director, or if the board declares vacant the office of a director if he is declared of unsound mind by an order of court or is convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail to elect the full authorized number of directors to be voted for at any shareholders meeting at which an election of directors is held. The shareholders may elect a director at any time to fill any vacancy not filled by the directors or which occurs by reason of the removal of a director. Any such election by written consent of shareholders shall require the consent of a majority of the outstanding shares entitled to vote. If the resignation of a director states that it is to be effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 6. PLACE OF MEETINGS. Regular and special meetings of the board of directors shall be held at any place within or without the State of California which has been designated in the notice or written waiver of notice of the meeting, or, if not stated in the notice or waiver of notice or there is no notice, designated by resolution of the board of directors or, either before or after the meeting, consented to in writing by all members of the board who were not present at the meeting. If the place of a regular or special meeting is not designated in the notice or waiver of notice or fixed by a resolution of the board or consented to in writing by all members of the board not present at the meeting, it shall be held at the corporation’s principal executive office.

Section 7. REGULAR MEETINGS. Immediately following each annual shareholders’ meeting, the board of directors shall hold a regular meeting to elect officers and transact other business. Such meeting shall be held at the same place as the annual meeting or such other place as shall be fixed by the board of directors. Other regular meetings of the board of directors shall be held at such times and places as are fixed by the board. Call and notice of regular meetings of the board of directors shall not be required and is hereby dispensed with.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary, any assistant secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone or telegraph or sent to the director by mail. In case notice is given by mail or telegram, it shall be sent, charges prepaid, addressed to the director at his address appearing on the corporate records, or if it is not on these records or is not readily ascertainable, at the place where the meetings of the directors are regularly held. If notice is delivered personally or given by telephone or telegraph, it shall be given or delivered to the telegraph office at least 48 hours before the meeting. If notice is mailed, it shall be deposited in the United States mail at least four days before the meeting. Such mailing, telegraphing or delivery, personally or by telephone, as provided in this Section, shall be due, legal and personal notice to such director.

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Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum of the board for the transaction of business, except to adjourn a meeting under Section 11. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the vote of a greater number or the same number after disqualifying one or more directors from voting, is required by law, the articles of incorporation or these by-laws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action is approved by at least a majority of the required quorum for such meeting.

Section 10. WAIVER OF NOTICE OR CONSENT. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him, sings a written waiver of notice, or a consent to holding the meeting, or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to or at its commencement, the lack of notice to such director.

Section 11. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 12. MEETINGS BY CONFERENCE TELEPHONE. Members of the board of directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation by directors in a meeting in the manner provided in this Section constitutes presence in person at such meeting.

Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 14. FEES AND COMPENSATION. Directors and members of committees shall receive neither compensation for their services as directors or members of committees or reimbursement for their expenses incurred as directors or members of committees unless those payments are fixed by resolution of the board. Directors and members of committees may receive compensation and reimbursement for their expenses incurred as officers, agents or employees of or for other services performed for the corporation as approved by the chief executive officer without authorization, approval or ratification by the board.

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Section 15. COMMITTEES. The board of directors may, at its discretion, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each of which shall be composed of two or more directors, to serve at the pleasure of the board The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The board may delegate to any such committee, to the extent provided in such resolution, any of the board’s powers and authority in the management of the corporation’s business and affairs, except with respect to:

(a) the approval of any action for which the General Corporation Law or the articles of incorporation also requires approval by the shareholders;

(b) the filling of vacancies on the board of directors or any committee;

(c) the fixing of compensation of directors for serving on the board or on any committee;

(d) the amendment or repeal of by-laws or the adoption of new by-laws;

(e) the amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board;

(g) the authorization of the issuance of shares; and

(h) the appointment of other committees of the board or the members thereof.

The board may prescribe appropriate rules, not inconsistent with these by-laws, by which proceedings of any such committee shall be conducted. The provisions of these by-laws relating to the calling of meetings of the board, notice of meetings of the board and waiver of such notice, adjournments of meetings of the board, written consents to board meetings and approval of minutes, action by the board by consent in writing without a meeting, the place of holding such meetings, meetings by conference telephone or similar communications equipment, the quorum for such meetings, the vote required at such meetings and the withdrawal of directors after commencement of a meeting shall apply to committees of the board and action by such committees. In addition, any member of the committee designated by the board as the chairman or as secretary of the committee or any two members of a committee may call meetings of the committee. Regular meetings of any committee may be held without notice if the time and place of such meetings are fixed by the board of directors or the committee.

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Section 16. INDEMNIFICATION OF AGENTS.

(a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expense” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under subdivision (d) or subdivision (e)(3) of this Section.

(b) This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this subdivision (c):

(1) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person’s duty to this corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

(2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

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(d) To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except as provided in subdivision (d), any indemnification under this Section shall be made by this corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivision (b) or (c), by:

(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(2) Approval or ratification by the affirmative vote of a majority of the shares of this corporation entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of the holders of a majority of the outstanding shares entitled to vote. For such purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or

(3) The court in which such proceeding is or was pending, upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by this corporation.

(f) Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section.

(g) Nothing contained in this Section shall affect any right to indemnification to which persons other than directors and officers of this corporation or any subsidiary hereof may be entitled by contract or otherwise.

(h) No indemnification or advance shall be made under this Section, except as provided in subdivision (d) or subdivision (e)(3); in any circumstances where it appears:

(1) That it would be inconsistent with a provision of the articles of incorporation, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) Upon and in the event of a determination by the board of directors of this corporation to purchase such insurance, this corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability under the provisions of this Section.

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ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a chairman of the board or a president, or both, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. Any two or more offices may be held by the same person.

Section 2. ELECTIONS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the board of directors, and each such officer shall serve at the pleasure of the board of directors until the regular meeting of the board of directors following the annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal.

Section 3. OTHER OFFICERS. The board of directors may appoint, and may empower the chairman of the board or the president or both of them to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the by-laws or as the board of directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed with or without cause either by the board of directors or, except for an officer chosen by the board, by any officer upon whom the power of removal may be conferred by the board (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time upon written notice to the corporation (without prejudice however, to the rights, if any, of the corporation under any contract to which the officer is a party). Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Unless a resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in a manner prescribed in the by-laws for regular appointments to the office.

Section 6. CHAIRMAN OF THE BOARD. The board of directors may, in its discretion, elect a chairman of the board, who, unless otherwise determined by the board of directors, shall preside at all meetings of the board of directors at which he is present and shall exercise and perform any other powers and duties assigned to him by the board or prescribed by the by-laws. If the office of president is vacant, the chairman of the board shall be the general manger and chief executive officer of the corporation and shall exercise the duties of the president as set forth in Section 7.

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Section 7. PRESIDENT. Subject to any supervisory powers, if any, that may be given by the board of directors or the by-laws to the chairman of the board, if there be such an officer, the president shall be the corporation’s general manager and chief executive officer and shall, subject to the control of the board of directors, have general supervision, direction and control of the business, affairs and officers of the corporation. Unless otherwise determined by the board of directors, he shall preside as chairman at all meetings of the shareholders, and in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation; shall have any other powers and duties that are prescribed by the board of directors or the by-laws; and shall be primarily responsible for carrying out all orders and resolutions of the board of directors.

Section 8. VICE PRESIDENTS. In the absence or disability of the chief executive officer, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, or if there has been no such designation, the vice president designated by the chief executive officer, shall perform all the duties of the chief executive officer, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the chief executive officer. Each vice president shall have any of the powers and perform any other duties that from time to time may be prescribed for him by the board of directors or the by-laws or the chief executive officer.

Section 9. SECRETARY. The secretary shall keep or cause to be kept a book of minutes of all meetings and actions by written consent of all directors, shareholders and committees of the board of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine whether the meeting was held in accordance with law and these by-laws and the actions taken thereat. The secretary shall keep or cause to be kept at the corporation’s principal executive office, or at the office of its transfer agent or registrar, a record of the shareholders of the corporation, giving the names and addresses of all shareholders and the number and class of shares held by each. The secretary shall give, or cause to be given, notice of all meetings of shareholders, directors and committees required to be given under these by-laws or by law, shall keep or cause the keeping of the corporate seal in safe custody and shall have any other powers and perform any other duties that are prescribed by the board of directors or the by-laws or the chief executive officer. If the secretary refuses or fails to give notice of any meeting lawfully called, any other officer of the corporation may give notice of such meeting. The assistant secretary, or if there be more than one, any assistant secretary, may perform any and all of the duties and exercise any or all of the powers of the secretary unless prohibited from doing so by the board of directors, the chief executive officer or the secretary, and shall have such other powers and perform any other duties as are prescribed for him by the board of directors or the chief executive officer.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account. The chief financial officer shall cause all money and other valuables in the name and to the credit of the corporation to be deposited at the depositories designated by the board of

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directors or any person authorized by the board of directors to designate such depositories. He shall render to the chief execution officer and board of directors, when either of them request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation; and shall have any other powers and perform any other duties that are prescribed by the board of directors or the by-laws or the chief executive officer. The assistant treasurer, or if there be more than one, any assistant treasurer, may perform any or all of the duties and exercise any or all of the powers of the chief financial officer unless prohibited from doing so by the board of directors, the chief executive officer or the chief financial officer, and shall have such other powers and perform any other duties as are prescribed for him by the board of directors, the chief executive officer or the chief financial officer.

ARTICLE V

MISCELLANEOUS

Section 1. RECORD DATE. The board of directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to give consent to corporate action in writing without a meeting, to receive any report, to receive payment of any dividend or other distribution, or allotment of any rights, or to exercise rights in respect to any change, conversion, or exchange of shares or any other lawful action. The record date so fixed shall be not more than sixty days nor less than ten days prior to the date of such meeting, nor more than sixty days prior to any other action for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation or by-laws.

Section 2. INSPECTION OF CORPORATE RECORDS. The books of account, record of shareholders, and minutes of proceedings of the shareholders and the board and committees of the board of this corporations shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

A shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have (in person or by agent or attorney) the absolute right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation and to obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholders, as of the

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most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation and any subsidiary of this corporation. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors. The board of directors may authorize one or more officers of the corporation to designate the person or persons authorized to sign such documents and the manner in which such documents shall be signed.

Section 4. ANNUAL AND OTHER REPORTS. The statutory requirement that the board of directors cause an annual report to be sent to shareholders is hereby waived.

A shareholder or shareholders holding at least five percent of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report for the last fiscal year has been sent to shareholders, shareholder or shareholders holding at least five percent of the outstanding shares of any class of the corporation may make a written request to the corporation for an annual report for the last fiscal year, which annual report shall contain a balance sheet as of the end of such fiscal year and an income statement and statement of charges in financial position for such fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. The statements shall be delivered or mailed to the person making the request within thirty days thereafter. A copy of such statements shall be kept on file in the principal executive office of the corporation for twelve months and they shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to such shareholder.

The corporation shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of the period.

The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

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Unless otherwise determined by the board of directors of the chief executive officer, the chief financial officer and any assistant treasurer are each authorized officers of the corporation to execute the certificate that the annual report and quarterly income statements and balance sheets referred to in this section were prepared without audit from the books and records of the corporation.

Any report sent to the shareholders shall be given personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at the address of such shareholder appearing on the books of the corporation or given by such shareholder to the corporation for the purpose of notice or set forth in the written request of the shareholder as provided in this Section. If any report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the report to the shareholder at such address, all future reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the report to all other shareholders. If no address appears on the books of the corporation or is given by the shareholder to the corporation for the purpose of notice or is set forth in the written request of the shareholder as provided in this Section, such report shall be deemed to have been given to such shareholder if sent by mail or other means of written communication addressed to the place where the principal executive office of the corporation is located, or if published at least once in a newspaper of general circulation in the county in which the principal executive office is located. Any such report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such report in accordance with the foregoing provisions, executed by the secretary, assistant secretary or any transfer agent of the corporation shall be prima facie evidence of the giving of the report.

Section 5. CONTRACTS, ETC., HOW EXECUTED. The board of directors, except as the by-laws or articles of incorporation otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6. CERTIFICATE FOR SHARES. Every holder of shares in the corporation shall be entitled to have a certificate or certificates signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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Any such certificate shall also contain such legend or other statement as may be required by Section 418 of the General Corporation Law, the Corporate Securities Law of 1968, and any agreement between the corporation and the issuee thereof, and may contain such legend or other statement as may be required by any other applicable law or regulation or agreement.

Certificates for shares may be issued prior to full payment thereof, under such restrictions and for such purposes, as the board of directors or the by-laws may provide; provided, however, that any such certificates so issued prior to full payment shall state the total amount of the consideration to be paid therefore and the amount paid thereon.

No new certificate for shares shall be issued in place of any certificate theretofore issued unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate may be issued without the surrender and cancellation of the old certificate if the certificate theretofore issued is alleged to have been lost, stolen or destroyed. In case of any such allegedly lost, stolen or destroyed certificate, the corporation may require the owner thereof or the legal representative of such owner to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Unless the board of directors shall otherwise determine, the chairman of the board, the president, any vice president, the secretary and any assistant secretary of this corporation are each authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to such officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney or other document duly executed by any such officer.

Section 8. INSPECTION OF BY-LAWS. The corporation shall keep in its principal executive office in California, or if its principal executive office is not in California, at its principal business office in California, the original or a copy of the by-laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the corporation has no office in California, it shall upon the written request of any shareholder, furnish him a copy of the by-laws as amended to date.

Section 9. SEAL. The corporation shall have a common seal, and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the words “INCORPORATED” and “CALIFORNIA”.

Section 10. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Corporation Law shall govern the construction of these by-laws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “Person” includes a corporation as well as a natural person.

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ARTICLE VI

AMENDMENTS

Section 1. POWER OF SHAREHOLDERS. New by-laws may be adopted or these by-laws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written assent of shareholders entitled to vote such shares, except as otherwise provided by law or by the articles of incorporation.

Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 1 of this Article VI to adopt, amend or repeal by-laws, by-laws other than a by-law or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors.

ARTICLE VII

RESTRICTION ON TRANSFER OF SHARES

Before there can be a valid sale or transfer of any of the shares of the corporation by any holder thereof, he shall first offer said shares to the corporation and then to the other holders of shares in the following manner:

1. Such offering shareholder shall deliver a notice in writing by mail or otherwise to the secretary of the corporation stating the price, terms and conditions of such proposed sale or transfer, the number of shares to be sold or transferred, and his intention to sell or transfer such shares. Within fifteen (15) days thereafter, the corporation shall have the prior right to purchase all of such shares so offered at the price and upon the terms and conditions stated in such notice. Should the corporation fail to purchase all of said shares at the expiration of said fifteen days, the secretary of the corporation shall, within fifteen days thereafter, mail or deliver to each of the other shareholders a notice setting forth the particulars concerning said shares described in the notice received from the offering shareholder. The other shareholders shall have the right to purchase all of the shares specified in said secretary’s notice by delivering to the secretary by mail or otherwise a written offer or offers to purchase all or any specified number of such shares upon the terms so described in the secretary’s notice if such offer or offers are so delivered to the secretary within fifteen (15) days after mailing or delivering such secretary’s notice to such other shareholders. If the total number of shares specified in such offers so received within such period by the secretary exceeds the number of shares referred to in such secretary’s notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary.

2. If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which remain thus undisposed of as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

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3. If offers to purchase all of the shares referred to in said notice to the secretary have not been made in accordance with the foregoing provisions, the restriction on transfer of shares shall no longer be effective and the shareholder desiring to sell or transfer his shares may dispose of all shares of stock referred to in said notice to the secretary to any person or persons he may so desire; provided, however, that he shall not sell or transfer said shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

4. Any sale or transfer or purported sale or transfer of the shares of the corporation shall be null and void unless the terms, conditions and provisions of this ARTICLE VII are followed.

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EX-3.4.42

Exhibit 3.4.42

BYLAWS

OF

CALIFORNIA TREATMENT SERVICES, INC.,

a California corporation

BYLAWS OF

CALIFORNIA TREATMENT SERVICES, INC.

TABLE OF CONTENTS

		Page
ARTICLE I - CORPORATE OFFICES		1
1.1	PRINCIPAL OFFICE	1
1.2	OTHER OFFICES	1
ARTICLE II - MEETINGS OF SHAREHOLDERS		1
2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETING	1
2.3	SPECIAL MEETINGS	2
2.4	NOTICE OF SHAREHOLDERS’ MEETINGS	2
2.5	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	2
2.6	QUORUM	3
2.7	ADJOURNED MEETING; NOTICE	3
2.8	VOTING	4
2.9	VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT	4
2.10	SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	5
2.11	RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS	6
2.12	PROXIES	6
2.13	INSPECTORS OF ELECTION	7
ARTICLE III - DIRECTORS		7
3.1	POWERS	7
3.2	NUMBER OF DIRECTORS	7
3.3	ELECTION AND TERM OF OFFICE OF DIRECTORS	8
3.4	REMOVAL	8
3.5	RESIGNATION AND VACANCIES	8
3.6	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	9
3.7	REGULAR MEETINGS	9
3.8	SPECIAL MEETINGS; NOTICE	9
3.9	QUORUM	10
3.10	WAIVER OF NOTICE	10
3.11	ADJOURNMENT	10
3.12	NOTICE OF ADJOURNMENT	10
3.13	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	10
3.14	FEES AND COMPENSATION OF DIRECTORS	11
3.15	APPROVAL OF LOANS TO OFFICERS	11

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ARTICLE IV - COMMITTEES		11
4.1	COMMITTEES OF DIRECTORS	11
4.2	MEETINGS AND ACTION OF COMMITTEES	12
ARTICLE V – OFFICERS		12
5.1	OFFICERS	12
5.2	APPOINTMENT OF OFFICERS	13
5.3	SUBORDINATE OFFICERS	13
5.4	REMOVAL AND RESIGNATION OF OFFICERS	13
5.5	VACANCIES IN OFFICES	13
5.6	CHAIRMAN OF THE BOARD	13
5.7	PRESIDENT	13
5.8	VICE PRESIDENTS	14
5.9	SECRETARY	14
5.10	CHIEF FINANCIAL OFFICER	14
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS		15
6.1	INDEMNIFICATION OF DIRECTORS	15
6.2	INDEMNIFICATION OF OTHERS	15
6.3	PAYMENT OF EXPENSES IN ADVANCE	15
6.4	INDEMNITY NOT EXCLUSIVE	16
6.5	INSURANCE INDEMNIFICATION	16
6.6	CONFLICTS	16
6.7	RIGHT TO BRING SUIT	16
6.8	INDEMNITY AGREEMENTS	17
6.9	AMENDMENT, REPEAL OR MODIFICATION	17
ARTICLE VII - RECORDS AND REPORTS		17
7.1	MAINTENANCE AND INSPECTION OF SHARE REGISTER	17
7.2	MAINTENANCE AND INSPECTION OF BYLAWS	18
7.3	MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS	18
7.4	INSPECTION BY DIRECTORS	18
7.5	ANNUAL REPORT TO SHAREHOLDERS; WAIVER	19
7.6	FINANCIAL STATEMENTS	19
7.7	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	20
ARTICLE VIII - GENERAL MATTERS		20
8.1	RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING	20
8.2	CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS	20

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8.3	CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED	20
8.4	CERTIFICATES FOR SHARES	21
8.5	LOST CERTIFICATES	21
8.6	CONSTRUCTION; DEFINITIONS	21
ARTICLE IX –AMENDMENTS		21
9.1	AMENDMENT BY SHAREHOLDERS	21
9.2	AMENDMENT BY DIRECTORS	22
9.3	RECORD OF AMENDMENTS	22
ARTICLE X – INTERPRETATION		22

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HISTORY OF BYLAWS

Of

TREATMENT ASSOCIATES, INC.

Formerly known as California Treatment Services, Inc.

a California corporation

January 27, 1999	Adopted by Incorporator.
January 27, 1999	Approved by the Sole Director.
May 10, 2002	Sole Shareholder approved amendment to Section 3.2 of Article 111 to provide that the authorized number of directors be changed to three (3) and granted signing authority to Chief Executive Officer.

BYLAWS

OF

CALIFORNIA TREATMENT SERVICES. INC.

ARTICLE I

CORPORATE OFFICES

1.1 PRINCIPAL OFFICE

The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, then the Board of Directors shall fix and designate a principal business office in California.

1.2 OTHER OFFICES

The Board of Directors may at any time establish branch or subordinate offices at any place or places.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1 PLACE OF MEETINGS

Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting and filed with the Secretary of the corporation.

2.2 ANNUAL MEETING

An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual meeting of shareholders.

2.3 SPECIAL MEETINGS

Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and 2.5 of these Bylaws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the. business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the-receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

2.4 NOTICE OF SHAREHOLDERS’ MEETINGS

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these Bylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no business other than that specified in the notice may be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of the next paragraph of this Section 2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at which Directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the Board for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code (the “Code”), (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Notice of a shareholders’ meeting shall be given either personally or by first-class mail, or, if the corporation has outstanding shares held of record by five hundred (500) or more

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persons (determined as provided in Section 605 of the Code) on the record date for the shareholders’ meeting, notice may be sent by third-class mail, or other means of written communication, addressed to the shareholder at the address of the shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

If any notice (or any report referenced in Article VII of these Bylaws) addressed to a shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.5, executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

2.6 QUORUM

Unless otherwise provided in the Articles of Incorporation of the corporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in the last sentence of the preceding paragraph.

2.7 ADJOURNED MEETING; NOTICE

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if its time and place are announced at the meeting at which the adjournment is taken. However, if the adjournment is for more than forty-five (45) days from the date set for the original meeting or if a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each shareholder

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of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

2.8 VOTING

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these Bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership).

Elections for directors and voting on any other matter at a shareholders’ meeting need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins.

Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or may vote them against the proposal other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares which the shareholder is entitled to vote.

The affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or by the Articles of Incorporation.

At a shareholders’ meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled or (ii) by distributing the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit, if the candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect.

2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, are as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by

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proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any annual or special meeting of shareholders need be specified in any written waiver of notice or consent to the holding of the meeting or approval of the minutes thereof, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these Bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of such meeting but not so included, if such objection is expressly made at the meeting.

2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the Board of Directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall give prompt notice of any corporate action approved by the shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner specified in Section 2.5 of these Bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate “agent,” pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval, unless the consents of all shareholders entitled to vote have been solicited in writing.

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2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days before any other action. Shareholders at the close of business on the record date are entitled to notice and to vote, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or the Code.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

If the Board of Directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

The record date for any other purpose shall be as provided in Section 8.1 of these Bylaws.

2.12 PROXIES

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by attendance at such meeting and voting in person, or (ii) written notice of the death or incapacity

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of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code.

2.13 INSPECTORS OF ELECTION

In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed or designated or if any persons so appointed fail to appear or refuse to act, then the Chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail to appear) at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

3.2 NUMBER OF DIRECTORS

The authorized number of directors of the corporation is one (1) and the exact number of directors shall be one (1) until changed by a resolution amending such exact number, duly

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adopted by the Board of Directors or by the shareholders. The minimum and maximum number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-213%) of the outstanding shares entitled to vote thereon.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION AND TERM O OFFICE OF DIRECTORS

At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, except in the case of the death, resignation, or removal of such a director.

3.4 REMOVAL

The entire Board of Directors or any individual director may be removed from office without cause by the affirmative vote of a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

3.5 RESIGNATION AND VACANCIES

Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required

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quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal.

A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.

3.7 REGULAR MEETINGS

Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by the Board of Directors.

3.8 SPECIAL MEETINGS; NOTICE

Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, telegram, charges prepaid, or by telecopier, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four

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(4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by telecopier or telegram, it shall be delivered personally or by telephone or by telecopier or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting.

3.9 QUORUM

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the Articles of Incorporation, and other applicable law.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required. quorum for such meeting.

3.10 WAIVER OF NOTICE

Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

3.11 ADJOURNMENT

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

3.12 NOTICE OF ADJOURNMENT

If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to

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such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

3.14 FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This Section 3.14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

3.15 APPROVAL OF LOANS TO OFFICERS

If these Bylaws have been approved by the corporation’s shareholders in accordance with the Code, the corporation may, upon the approval of the Board of Directors alone, make loans of money or property to, or guarantee the obligations of, any officer of the corporation or of its parent, if any, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the Board of Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the Code) on the date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors. Notwithstanding the foregoing, the corporation shall have the power to make loans permitted by the Code.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee shall have authority to act in the manner and to the extent provided in the resolution of the Board and may have all the authority of the Board, except with respect to:

(a) The approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares.

(b) The filling of vacancies on the Board of Directors or in any committee.

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(c) The fixing of compensation of the directors for serving on the Board or on any committee.

(d) The amendment or repeal of these Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable.

(f) A distribution to the shareholders of the corporation, except at a rate, in a periodic amount or within a price range set forth in the Articles of Incorporation or determined by the Board of Directors.

(g) The appointment of any other committees of the Board of Directors or the members thereof.

4.2 MEETINGS AND ACTION OF COMMTTTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person.

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5.2 APPOINTMENT OF OFFICERS

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these Bylaws, shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The Board of Directors may appoint, or may empower the Chairman of the Board or the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting of the Board or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

5.6 CHAIRMAN OF THE BOARD

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned by the Board of Directors or as may be prescribed by these Bylaws. If there is no President, then the Chairman of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these Bylaws.

5.7 PRESIDENT

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general

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supervision, direction, and control of the business and the officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence or nonexistence of a Chairman of the Board, at all meetings of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.8 VICE PRESIDENTS

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the President or the Chairman of the Board.

5.9 SECRETARY

The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required to be given by law or by these Bylaws. The Secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

5.10 CHIEF FINANCIAL OFFICER

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

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The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS

The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and. reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was a director of the corporation. For purposes of this Article VI, a “director” of the corporation includes any person (i) who is or was a director of the corporation, (ii) who is or was serving at the request of the corporation as a director of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.2 INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an employee, officer, or agent of the corporation. For purposes of this Article VI, an “employee” or “officer” or “agent” of the corporation (other than a director) includes any person (i) who is or was an employee, officer, or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, or agent of another foreign or domestic corporation, partnership joint venture trust, or other enterprise, or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.3 PAYMENT OF EXPENSES IN ADVANCE

Expenses and attorneys’ fees incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1, or if otherwise authorized by the Board of Directors, shall be paid by the corporation in advance of the final

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disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

6.4 INDEMNITY NOT EXCLUSIVE

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

6.5 INSURANCE INDEMNIFICATION

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of this Article VI.

6.6 CONFLICTS

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(1) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

6.7 RIGHT TO BRING SUIT

If a claim under this Article is not paid in full by the corporation within 90 days after a written claim has been received by the corporation (either because the claim is denied or because no determination is made), the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Code for the corporation to indemnify the claimant for the claim. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior

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to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to such action or create a presumption for the purposes of such action that the claimant has not met the applicable standard of conduct.

6.8 INDEMNITY AGREEMENTS

The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the Board of Directors so determines and to the extent permitted by applicable law, greater than, those provided for in this Article VI.

6.9 AMENDMENT, REPEAL, OR MODIFICATION

Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any right or protection of a director or agent of the corporation existing at the time of such amendment, repeal or modification.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER

The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the Board of Directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors, shall have an absolute right to do either or both of the following (i) inspect and copy the record of shareholders’ names, addresses, and shareholdings during usual business hours upon five (5) days’ prior written demand upon the corporation, or (ii) obtain from the transfer agent for the corporation, upon written demand and upon the tender of such transfer agent’s usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors, and their

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shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificate.

Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

7.2 MAINTENANCE AND INSPECTION OF BYLAWS

The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then it shall, upon the written request of any shareholder, furnish to such shareholder a copy of these Bylaws as amended to date.

7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books and records and the minutes of proceedings of the shareholders and the Board of Directors, and committees of the Board of Directors shall be kept at such place or places as are designated by the Board of Directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of a voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

7.4 INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts.

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7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER

The Board of Directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these Bylaws for giving notice to shareholders of the corporation.

The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

7.6 FINANCIAL STATEMENTS

If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

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7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Secretary or Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or the Code.

If the Board of Directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto or the sixtieth (60th) day prior to the date of that action, whichever is later.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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8.4 CERTIFICATES FOR SHARES

A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be by facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

8.5 LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of replacement certificates on such terms and conditions as the Board may require; the Board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.6 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

9.1 AMENDMENT BY SHAREHOLDERS

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided,

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however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, then the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

9.2 AMENDMENT BY DIRECTORS

Subject to the rights of the shareholders as provided in Section 9.1 of these Bylaws, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a Bylaw providing for a variable number of directors), may be adopted, amended or repealed by the Board of Directors.

9.3 RECORD OF AMENDMENTS

Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

ARTICLE X

INTERPRETATION

Reference in these Bylaws to any provision of the California Corporations Code shall be deemed to include all amendments thereof.

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SECRETARY’S CERTIFICATE OF ADOPTION OF BYLAWS

OF

CALIFORNIA TREATMENT SERVICES, INC.

I, the undersigned, do hereby certify:

1. That I am the duty elected and acting Secretary of California Treatment Services, Inc., a California corporation.

2. That the foregoing Bylaws constitute the Bylaws of said corporation as adopted by the Directors of said corporation by unanimous written consent on January 27, 1999.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 27^th day of January 1999.

/s/ Robert B. Kahn

Robert B. Kahn, Secretary

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EX-3.4.43

Exhibit 3.4.43

BYLAWS

OF

VIRGINIA TREATMENT CENTER, INC.

I certify that these Bylaws were duly adopted by the Board of Directors of Virginia Treatment Center, Inc. pursuant to an action date [                    ,     , 2000].

Patty Chadwick, Secretary

BYLAWS OF

VIRGINIA TREATMENT CENTER, INC.

*****************

ARTICLE 1

MEETINGS OF STOCKHOLDERS

1.1 Annual Meeting. Unless a different date or time is designated by resolution of the Board of Directors, the annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held on April 1 of each year, at 10:00 a.m., if said date is not a weekend or legal holiday, or, if a weekend or legal holiday, at said time on the next succeeding business day.

1.2 Special Meetings. Special meetings of shareholders, unless otherwise provided by law, may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, or the President, or at the request of the holders of not less than fifty percent (50%) of all of the outstanding shares of the Corporation entitled to vote at the meeting.

1.3 Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting which is called by the Board of Directors. If no place is designated by the Board of Directors, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the principal offices of the Corporation in Virginia.

1.4 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days before the date of such meeting (except as a different time is specified by law) either personally or by mail, telegram, teletype or other carrier, by or at the direction of the Chairman of the Board, the Secretary, or the person calling the meeting, to each shareholder of record entitled by law to notice of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his or her address as it appears on the stock records of the Corporation.

1.5 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board of Directors, as provided above, then the close of business on the day before the date on which notice of the meeting is mailed, or the date on which a resolution of the Board of Directors declaring a dividend is adopted, shall be the record date for such determination of shareholders. When a determination

of shareholders entitled to vote at any meeting of shareholders has been made, as provided herein, such determination shall apply to any adjournment of such meeting if the meeting is adjourned to a date not more than one hundred twenty (120) days after the original meeting date.

1.6 Quorum. A majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, with respect to that matter, except as otherwise required by law. If less than a majority of the shares entitled to vote are so represented at the meeting, then a majority of the shares which are so represented may adjourn the meeting from time to time without further notice, but may take no other action. At such adjourned meeting, at which a quorum is present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called had the same then been held.

1.7 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by such shareholder or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or any other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy.

1.8 Voting of Shares. Each share entitled to vote on a matter at any meeting of shareholders shall be entitled to one (1) vote on each such matter submitted to a vote at such meeting. If a quorum exists, action on a matter, other than the election of directors, by a group of shares entitled to vote thereon is approved if the votes for approval cast within the group exceed the vote cast opposing the action, unless a greater number of affirmative votes is required by law.

At each election of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares which he or she is entitled to vote at said meeting, for as many persons as there are directors to be elected at said meeting, but cumulative voting shall not be permitted. In elections of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority of the votes cast.

1.9 Action by Shareholders Without a Meeting. Any action required to be taken at a meeting of shareholders, or any action which may be taken at a meeting of shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each shareholder signed) shall be signed before or after such action by all (unless otherwise specified in the Articles of Incorporation of the Corporation) of the shareholders. Such written consent shall have the same force and effect as a unanimous vote.

ARTICLE 2

BOARD OF DIRECTORS

2.1 General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, the members of which need not be shareholders of the Corporation.

2.2 Number and Election. The number of members of the Board of Directors shall be equal to the number of persons whom the shareholders shall have elected to be directors from

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time to time, which shall be not less than one (1) nor more than ten (10) persons. The Board of Directors shall be elected annually by the shareholders for a term of one (1) year, or, if elected at a time other than upon the annual meeting of shareholders, for a term expiring as of the next annual meeting. In any event, unless sooner removed, directors shall serve until their successors are duly elected and qualify.

2.3 Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though such majority be less than a quorum of the Board.

2.4 Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed, with or without cause, by a vote of the shareholders holding a majority of the shares entitled to be cast at an election of directors by the voting group or voting groups by which such director was elected.

2.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, at least annually, as shall be specified by the Board of Directors by resolution from time to time. Such regular meetings may be held without notice of time, place and purpose thereof. If not otherwise specified by resolution, the Board of Directors shall meet immediately following the annual meeting of shareholders in the location where the shareholders’ meeting was held.

2.6 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Chairman of the Board, or (i) if there are no more than three (3) directors, any director or (ii) if there are more than three (3) directors, any two (2) directors. Notice of the time and place of each special meeting shall be given orally or in writing to each director. Such notice, if given in person, by private carrier, telegram, or telephone, must be received at least twenty-four (24) hours prior to such meeting, and, if given by mail, must be mailed postpaid and correctly addressed and postmarked at least six (6) days prior to such meeting; provided that if the notice is sent by registered or certified mail, the notice is sufficient if the receipt is signed by or on behalf of the addressee at least twenty-four (24) hours prior to such meeting. Any director may waive notice of any meeting, and attendance at or participation in any meeting shall constitute a waiver of notice of such meeting unless the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

2.7 Quorum. A majority of the number of directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those in attendance may adjourn the meeting from time to time until a quorum is obtained.

2.8 Manner of Acting; Action by Board of Directors without a Meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each director signed) shall be signed before or after such action by all of the directors. Such written consent shall have the same force and effect as a unanimous vote.

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2.9 Compensation. By a resolution of the shareholders or the Board of Directors, the directors may be paid their expenses, if any, and a fixed sum for attending each meeting of the Board of Directors and each meeting of a committee of the Board and may, in addition, be paid an annual retainer. No such payment shall preclude any director, from serving the Corporation in any other capacity and receiving compensation therefor.

2.10 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors when any action is taken is deemed to have assented to the action taken unless he or she votes against or abstains from the action taken, or he or she has objected at the beginning of the meeting, or promptly upon his or her arrival, to the holding of the meeting or transacting specified business at the meeting. Any such dissenting votes, abstentions or objections shall be entered in the minutes of the meeting.

ARTICLE 3

BOARD COMMITTEES

3.1 Membership. All committees of the Board of Directors shall consist of two (2) or more directors as the Board may from time to time prescribe, except as otherwise provided in these Bylaws. All members of committees shall serve at the pleasure of the Board of Directors.

3.2 Rules of Procedure. Except as otherwise provided in these Bylaws, each committee may select a chairman from its membership and a secretary who may or may not be a member of the committee or of the Board. Subject to the requirements of law, each committee shall prescribe the length of notice and manner of giving notice of its meetings, fix the number, not less than a majority, which shall constitute a quorum and make its own rules of procedure.

3.3 Notice. Unless a committee shall provide otherwise, it shall not be necessary to give notice of any of its regular meetings. Special meetings may be held on call of the Chairman of the Board, the President, the chairman of the committee, or any two (2) members of the committee in such manner as prescribed by the committee, but if not so prescribed, then in such manner as provided in these Bylaws for calling special meetings of the Board of Directors.

3.4 Purpose. The Board of Directors may, from time to time, appoint such committees for such purposes and with such powers as the Board may determine.

3.5 Executive Committee. By resolution adopted by a majority of the number of Directors fixed in accordance with these Bylaws, the Board of Directors may elect or appoint an Executive Committee consisting of not less than two directors. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to (i) approve or recommend to shareholders action that the Virginia Stock Corporation Act requires to be approved by shareholders, (ii) fill vacancies on the Board or on any of its committees, (iii) amend the Corporation’s Articles of Incorporation, (iv) adopt, amend, or repeal any portion or all of these Bylaws, (v) approve a plan of merger not requiring shareholder approval, (vi) authorize or approve a distribution, except according to a general

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formula or method prescribed by the Board of Directors, (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as may be specifically prescribed by the Board of Directors from time to time, or (viii) take any action prohibited by express resolution of the Board. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

ARTICLE 4

OFFICERS

4.1 Officers. The officers of the Corporation shall be a President and a Secretary, both of whom shall be appointed by and shall serve at the pleasure of the Board of Directors. In addition, the Corporation shall have such other officers, including a Chairman of the Board, a Treasurer, and one (1) or more Vice Presidents, as may be appointed, from time to time, by the Board of Directors. Assistant Secretaries and Assistant Treasurers may be appointed from time to time by the Board of Directors, the Chairman of the Board, or the President. All officers shall serve at the pleasure of the Board of Directors and may be dismissed by the Board of Directors.

4.2 Chairman of the Board. If appointed, the Chairman of the Board shall preside at all board and shareholder meetings, shall make reports to the Board of Directors and stockholders and shall perform all such other duties as are incident to the office, or properly required by the Board of Directors. In the absence or disability of the Chairman of the Board, the President shall exercise all the functions of the Chairman’s office.

4.3 President. The President shall have general supervision of the business and affairs of the Corporation and shall possess such powers and perform such duties as are incident to the office, subject to the direction of the Board of Directors.

4.4 Secretary. The Secretary shall serve as secretary of the Board of Directors. The Secretary shall: keep the minutes of all meetings of the shareholders and the Board of Directors, attend to serving and giving all notices of the Corporation; have charge of the corporate seal, the stock certificate records and such other books, records and papers as the Board of Directors may direct; keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence, the number of shares of stock held by them, and the time when they became owners thereof; and perform such other duties as may be incident to the office or as may be prescribed by the Chairman of the Board or the President. If Assistant Secretaries are appointed, each such officer shall be authorized to perform the functions of the Secretary upon the request or absence of the Secretary.

4.5 Treasurer. If appointed, the Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Corporation; shall have the care and custody of all funds and securities of the Corporation; shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board or the President; and shall perform such other duties as may be incident to the office or as may be prescribed by the Chairman of the Board or the President. If Assistant Treasurers are appointed, each such officer shall be authorized to perform the functions of the Treasurer upon the request or absence of the Treasurer.

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4.6 Other Officers. Other officers of the Corporation appointed in accordance with these Bylaws shall have such authority and duties as may be prescribed by the Board of Directors or by the officer appointing them or, if no prescription has been specifically made by the Board of Directors or the appointing officer, as may generally pertain to their respective offices.

4.7 Execution of Instruments. Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures and contracts (except as otherwise provided herein or by law) shall be executed by the Chairman of the Board, the President, or any Vice President or such officer(s) or employee(s) or agent(s) as the Board of Directors or any of such designated officers may direct.

4.8 Compensation. By a resolution of the shareholders or the Board of Directors, the officers may be paid their expenses, if any, and a fixed sum for discharging their duties as officers of the Corporation. No such payment shall preclude any officer from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE 5

EMPLOYEES OTHER THAN OFFICERS

5.1 Employees. Subject to the authority of the Board of Directors, the Chairman of the Board, the President, or any other officer authorized by either the Chairman or the President, may employ such agents and employees, other than officers, as such officer may deem advisable for the prompt and orderly transaction of the business of the Corporation. Any officer so doing may define the duties of such agents and employees, fix their compensation and dismiss them. Such officer is authorized, on behalf of the Corporation, to execute any agency, employment, or other such agreements which may be necessary and proper to effect the employment of such agent or employee.

ARTICLE 6

CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Form and Signatures. Certificates evidencing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the Chairman of the Board or the President and by the Secretary or Treasurer or any other officer authorized by a resolution of the Board of Directors, and may (but need not) be sealed by the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee thereof.

All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, along with the number of shares and the date of issue, shall be entered on the stock transfer records of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled. No new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

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6.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the transfer records of the Corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes except to the extent the Board of Directors, by resolution, may establish a procedure whereby the beneficial owners of shares registered in the name of a nominee are to be recognized by the Corporation as the shareholder, in accordance with applicable law.

ARTICLE 7

WAIVER OF NOTICE

7.1 Waiver. Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the proper giving of such notice.

ARTICLE 8

FISCAL YEAR

8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of each year.

ARTICLE 9

DIVIDENDS AND FINANCES

9.1 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon such terms and conditions as may be permitted by law.

9.2 Depositories. The monies of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate, and all payments, so far as practicable, shall be made by checks. Checks and drafts as well as notes, bonds or other instruments creating or evidencing an obligation for the payment of money shall be signed in the name of the Corporation or as the Board of Directors shall direct.

ARTICLE 10

SHARES OF OTHER CORPORATIONS

10.1 Voting. The Chairman of the Board, President or any Vice President is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to said officer to vote or represent on behalf of the Corporation any and

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all shares held by the Corporation in any other corporation or corporations may be exercised either by said officer in person or by any person authorized so to do by proxy or power of attorney duly executed by said officer. Notwithstanding the above, the Board of Directors, in its discretion, may designate by resolution any additional person to vote or represent said shares of other corporations.

ARTICLE 11

SEAL

11.1 Seal. The seal of the Corporation, if any, shall be in such form as may be approved from time to time by the Board of Directors and said seal, or a facsimile thereof, may be imprinted or affixed by any process or in any manner reproduced. The Secretary or Treasurer, any Assistant Secretary or Assistant Treasurer and any other officer authorized by resolution of the Board of Directors shall be empowered to affix and attest the corporate seal on all documents.

ARTICLE 12

AMENDMENTS

12.1 Amendments. Unless otherwise provided by law or indicated herein, these Bylaws or any of them may be altered, amended, or repealed and new Bylaws made by the Board of Directors or the shareholders at any regular meeting, at any special meeting where such action has been announced in the call and notice of such meeting, or by unanimous consent in writing in lieu of a meeting.

ARTICLE 13

INDEMNIFICATION

13.1 Limitation of Liability. To the fullest extent that the Virginia Stock Corporation Act, as it exists on the date of adoption or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers of the Corporation in any proceeding brought by or in the right of a corporation or by or on behalf of shareholders of the Corporation, and provided that a director or officer shall not have engaged in (i) any breach of his or her duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the director or officer derived an improper or personal benefit, then such a director or officer shall not be liable to the Corporation for monetary damages.

13.2 Indemnification. To the fullest extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify, against all liability incurred in a proceeding (and advance reasonable expenses to), any director or officer of the Corporation who is, was, or is threatened to be made a party to any such threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, arbitrative, or investigative), including an action by or in the right of the Corporation, by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

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13.3 Other Persons. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify, or contract in advance to indemnify (and advance reasonable expenses to), any person not specified in Section 13.2 of this ARTICLE 13 who was or is a party to any proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 13.2 hereof.

13.4 Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this ARTICLE 13 and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him or her against such liability under the provisions of this ARTICLE 13.

13.5 Scope. The provisions of this ARTICLE 13 shall be applicable to all actions, claims, suits, or proceedings commenced after the proper adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article shall diminish the rights or protection provided hereby with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal.

13.6 Continuous Coverage. Reference herein to directors, officer, employees, or agents, shall include former directors, officers, employees, and agents, and their respective heirs, executors, and administrators.

ARTICLE 14

NO CONFLICT

14.1 No Conflict. If, at any time, there is any inconsistency or conflict between these Bylaws and the provisions of the Code of Virginia, as the same may be amended from time to time, the contrary provisions of the Code of Virginia shall take precedence over and govern the conduct of the Corporation. Wherever these Bylaws do not cover a particular situation, the applicable provisions of the Code of Virginia shall apply with the same force and effect and set forth herein.

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EX-3.4.44

Exhibit 3.4.44

BYLAWS OF

VOLUNTEER TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation in the State of Tennessee shall be located in the city of Chattanooga, County of Hamilton. The corporation may have such offices, either within or without the State of Tennessee as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held during the 2^nd week of November of each fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

SECTION 2. Special Meetings. Special Meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of all the outstanding shares of the corporation entitled to vote at the meeting.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Tennessee, unless otherwise prescribed by statute, as the place of meeting of any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Tennessee, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no such designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Tennessee.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) nor more than thirty (30) days before the date of the meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at their address as it appears on the stock transfer books of the corporation, with sufficient postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, thirty (30) days. In the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than thirty (30) days and, in case of a meeting of shareholders, not less than fifteen (15) days prior to the date of which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been as provided in this section, such determination shall apply to any adjournment thereof.

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SECTION 6. Voting Lists. The officer or agent having charge of stock transfer books for share of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each list, for a period of fifteen (15) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are presented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

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SECTION 9. Voting of Shares. Subject to the provision of Section 11 of Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in that absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate Order of the Court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote the shares so pledged.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11. Cumulative Voting. Unless otherwise provided by law, at each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy, the number of shares owned by for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his vote by giving one candidate as many votes as the number of such directors multiplies by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

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SECTION 12. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure & Qualifications. The number of directors of the corporation shall be two. Each director shall hold office until the next annual meeting of shareholders and until his success shall have been elected and qualified.

SECTION 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice of such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The persons authorized to call special meetings of the Board of Directors may set the place for holding any special meeting of the Board of Directors called by them.

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SECTION 5. Notice. Notice of any special meeting shall be given at least ten (10) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of such a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a President/Treasurer, and a Vice-President/Secretary, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

SECTION 2. Election & Term of Office. The officers of the corporation to be elected by the Board of Directors, shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election shall be

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held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or he has resigned, or shall have been removed in the manner hereinafter provided.

SECTION 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired period of the term.

SECTION 4. President. The President shall be the principal executive office of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper office of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

As treasurer, he shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any other source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

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SECTION 5. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

As Secretary, he shall (a) keep the minutes of the shareholders and the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provision of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder; (e) have general charge of the stock transfer books of the corporation; (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 6. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS & DEPOSITS

SECTION 1. Contract. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES & THEIR TRANSFER

SECTION 1. Certificates of Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares presented thereby are issued, with the number of share and date of issue, shall be entered on the stock transfer books of the corporation or transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnification to the corporation as the Board of Directors may prescribe.

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SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate of such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January, and end on the last day of December.

ARTICLE VIII.

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE IX. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholders or directors of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X. AMENDMENTS

The bylaws may be altered, amended or repealed and new bylaws may be adopted by vote of the shareholders representing a majority of all the shares issued and outstanding, at any annual shareholders’ meeting or any special shareholder’s meeting when the proposed amendment has been set out in the notice of such meeting.

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EX-3.4.45

Exhibit 3.4.45

HISTORY OF BYLAWS

of

WCHS OF COLORADO (G), INC.

a Nevada corporation

March 30, 1987	Adopted by Incorporator.
March 30, 1987	Approved by the Sole Director.
May 10, 2002	Sole Shareholder approved amendment to Section 1 of Article III to provide that the authorized number of directors be changed to three (3) and granted signing authority to Chief Executive Officer.

WCHS OF COLORADO (G), INC.

* * * * *

B Y - L A W S

* * * * *

ARTICLE I

OFFICES

Section 1 The principal office shall be in the City of Reno, County of Washoe, State of Nevada.

Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders shall be held in the City of San Diego, State of California. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1987, shall be held on the third Wednesday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 1:00 P. M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president

and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notices of meetings shall be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this state, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all

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meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 8. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.

Section 9. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless

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the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

Section 10. Any action, except election of directors, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be one (1). The directors shall be elected at the annual meeting of the stockholders, and except as provided in Section 2 of this article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.

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Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the state of Nevada.

MEETINGS OF THE BOARD OF DIRECTORS

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least two (2) days before the date of the meeting.

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Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

COMMITTEES OF DIRECTORS

Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 10. The committee shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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ARTICLE IV

NOTICES

Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3. Whenever any notice whatever is required to be given under the provisions of the statutes, of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. Any person may hold two or more offices.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice-president, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint additional vice-presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation,. shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

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Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENT

Section 8. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.

THE SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistance secretary.

THE TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

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Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistance secretary of the corporation, certifying the number of shares owned by him in the corporation. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarize the rights of the holders of such stock.

Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a register, then a facsimile of the signatures of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise,

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before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the officer or officers of such corporation.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation

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may be made, or may fix a day not more than sixty days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice at such meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.

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CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal, Nevada.”

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting.

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EX-3.4.46

Exhibit 3.4.46

AMENDED AND RESTATED BYLAWS

OF

WCHS, INC.

a California corporation

As of May    , 2002

TABLE OF CONTENTS

		Page
ARTICLE I	OFFICES	1
1.1	Principal Executive Office	1
1.2	Other Offices	1
ARTICLE II	MEETINGS OF SHAREHOLDERS	1
2.1	Place of Meetings	1
2.2	Annual Meetings	1
2.3	Special Meetings	2
2.4	Notice of Meetings or Reports	2
2.5	Adjourned Meetings and Notice Thereof	2
2.6	Voting	3
2.7	Quorum	3
2.8	Consent of Absentees	4
2.9	Action Without Meeting.	4
2.10	Proxies.	5
ARTICLE III	DIRECTORS	5
3.1	Powers	5
3.2	Number of Directors	5
3.3	Election and Term of Office	5
3.4	Resignation	5
3.5	Removal	6
3.6	Vacancies	6
3.7	Organization Meeting	6
3.8	Other Regular Meetings	6
3.9	Calling Meetings	7
3.10	Place of Meetings	7
3.11	Meetings By Conference Telephone or Other Communications Equipment	7
3.12	Notice of Special Meetings	7
3.13	Waiver of Notice	8
3.14	Action Without Meeting	8
3.15	Quorum	8
3.16	Adjournment	8
3.17	Inspection Rights	9
3.18	Fees and Compensation	9
3.19	Loans to Officers	9
ARTICLE IV	EXECUTIVE COMMITTEE AND OTHER COMMITTEES	9
4.1	Executive Committee	9
4.2	Other Committees	10
4.3	Minutes and Reports	10
4.4	Meetings	10
4.5	Term of Office of Committee Members	10

i

TABLE OF CONTENT

(continued)

		Page
ARTICLE V	OFFICERS	10
5.1	Officers	10
5.2	Election	11
5.3	Subordinate Officers, etc	11
5.4	Removal and Resignation.	11
5.5	Vacancies	11
5.6	Chairman of the Board	11
5.7	Chief Executive Officer	11
5.8	President	12
5.9	Vice President	12
5.10	Secretary	12
5.11	Treasurer and Chief Financial Officer	12
5.12	Compensation	13
ARTICLE VI	GENERAL MATTERS	13
6.1	Record Date	13
6.2	Inspection of Corporate Records	13
6.3	Execution of Corporate Instruments	14
6.4	Ratification by Shareholders	14
6.5	Annual Report	14
6.6	Representation of Shares of Other Corporations	15
6.7	Inspection of Bylaws	15
ARTICLE VII	SHARES OF STOCK	15
7.1	Form of Certificates	15
7.2	Transfer of Shares	15
7.3	Lost Certificates	15
ARTICLE VIII	INDEMNIFICATION	16
8.1	Indemnification by Corporation	16
8.2	Right of Claimant to Bring Suit	16
8.3	Indemnification of Employees and Agents of the Corporation	17
8.4	Rights Not Exclusive	17
8.5	Indemnity Agreements	17
8.6	Insurance	17
8.7	Amendment, Repeal or Modification	17
ARTICLE IX	AMENDMENTS	18
9.1	Power of Shareholders	18
9.2	Power of Directors	18

ii

AMENDED AND RESTATED BYLAWS

OF

WCHS, INC.

a California corporation

As of May     , 2002

ARTICLE I

OFFICES

Section 1.1 Principal Executive Office.

The principal executive office for the transaction of the business of the corporation is hereby fixed and located [105 North Bascom Avenue, Second Floor, San Jose, CA 95128, County of Santa Clara, State of California]. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another.

Section 1.2 Other Offices.

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Place of Meetings.

All meetings of shareholders shall be held either at the principal executive office or at any other place within or without the State of California which may be designated either by the Board of Directors or by the written consent of a majority of the shareholders entitled to vote thereat as determined pursuant to Section 6.1 of these Bylaws given either before or after the meeting.

Section 2.2 Annual Meetings.

The annual meetings of shareholders shall be held on such day and at such hour as may be fixed by the Board of Directors. At such meeting, Directors shall be elected, and any other proper business may be transacted.

Section 2.3 Special Meetings.

Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting. Notice of such special meeting shall be given in the same manner as for the annual meeting of shareholders. Notices of any special meetings shall specify in addition to the place, date and hour of such meeting, the general nature of the business to be transacted thereat.

Section 2.4 Notice of Meetings or Reports.

Written notice of each meeting of shareholders shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall be given either personally or by mail or other means of written communication, addressed or delivered to each shareholder entitled to vote at such meeting at the address of such shareholder appearing on the books of the corporation or given by him to the corporation for the purpose of such notice. If no such address appears or is given, notice shall be given either personally or by mail or other means of written communication addressed to the shareholder at the place where the principal executive office of the corporation is located, or by publication at least once in a newspaper of general circulation in the county in which said office is located. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

The same procedure for the giving of notice shall apply to the giving of any report to shareholders.

All such notices shall state the place, the date and the hour of such meeting, and shall state such matters, if any, as may be expressly required by the California Corporations Code.

Upon request by any person or persons entitled to call a special meeting, the Chairman of the Board, President, Vice President or Secretary shall within twenty (20) days after receipt of the request cause notice to be given to the shareholders entitled to vote that a special meeting will be held at a time requested by the person or persons calling the meeting, but not less than thirty-five (35) nor more than sixty (60) days after receipt of the request.

All other notices shall be sent by the Secretary or an Assistant Secretary, or if there be no such officer, or in the case of his neglect or refusal to act, by any other officer, or by persons calling the meeting.

Section 2.5 Adjourned Meetings and Notice Thereof.

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, represented either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in Section 2.7 of these Bylaws.

When a shareholders’ meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting

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at which the adjournment is taken; except that if the adjournment is for more than forty-five (45) days or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote thereat.

At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

Section 2.6 Voting.

Except as otherwise provided in the Articles of Incorporation and subject to Section 6.1 of these Bylaws, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of shareholders. Vote may be viva voce or by ballot; provided, however, that elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

Every shareholder entitled to vote at any election for Directors may cumulate his, her or its votes and give one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which his shares are entitled, or to distribute his, her or its votes on the same principle among as many candidates as he thinks fit, provided that no shareholder shall be entitled to cumulate votes unless such candidate or candidates names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting, prior to the voting, of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The candidates receiving the highest number of votes of the shares entitled to be voted for them, up to the number of directors to be elected by such shares, shall be elected.

Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it shall be conclusively presumed that the shareholder’s approving vote is with respect to all shares said shareholder is entitled to vote.

Section 2.7 Quorum.

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless otherwise required by the Articles of Incorporation or the California Corporations Code.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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Section 2.8 Consent of Absentees.

The transactions of any meeting of shareholders, if not duly called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; provided, that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law or these Bylaws to be included in the notice but not so included if such objection is expressly made at the meeting.

Section 2.9 Action Without Meeting.

Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the actions so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, that except to fill a vacancy as provided in Section 3.6 of these Bylaws, Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of Directors.

Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of the following actions approved by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders entitled to vote who have not consented in writing at least ten (10) days before the consummation of the action authorized by such approval:

(a) approval of a contract or other transaction between the corporation and one or more of its Directors, or between the corporation and any corporation, firm or association in which one or more of its Directors has a material financial interest.

(b) approval of any indemnification to be made by the corporation of a person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person was or is an agent of the corporation.

(c) approval of the principal terms of a reorganization.

(d) approval of a plan of distribution of the shares, obligations or securities of any other corporation, or assets other than money, which is not in accordance with the liquidation rights of the preferred shares as specified in the Articles of Incorporation or a Certificate of Determination.

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Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice of the taking of any corporate action not listed above which is approved by shareholders without a meeting by less than unanimous written consent, shall be given to those shareholders entitled to vote who have not consented in writing.

Such notice shall be given as provided in Section 2.4 of these Bylaws.

Section 2.10 Proxies.

Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

ARTICLE III

DIRECTORS

Section 3.1 Powers.

Subject to the limitations stated in the Articles of Incorporation, these Bylaws, and the California Corporations Code as to actions which shall be approved by the shareholders or by the affirmative vote of a majority of the outstanding shares entitled to vote, and subject to the duties of Directors as prescribed by the California Corporations Code, all corporate powers shall be exercised by, or under the direction of, and the business and affairs of the corporation shall be managed by, the Board of Directors.

Section 3.2 Number of Directors.

The authorized number of Directors of the corporation shall be three (3). The number of Directors provided in this Section 3.2 may be changed by an amendment to these Bylaws duly adopted by the affirmative vote of a majority of the outstanding shares entitled to vote.

Section 3.3 Election and Term of Office.

The Directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of the shareholders held for that purpose. All Directors shall hold office until the expiration of the term for which elected and until their respective successors are elected, except in the case of the death, resignation or removal of any Director. A Director need not be a shareholder.

Section 3.4 Resignation.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

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Section 3.5 Removal.

The entire Board of Directors or any individual Director may be removed from office, prior to the expiration of their or his term of office only in the manner and within the limitations provided by the California Corporations Code.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of such Director’s term of office.

Section 3.6 Vacancies.

A vacancy in the Board of Directors shall be deemed to exist (i) in case of the death, resignation or removal of any Director, (ii) if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of Directors is increased, or (iv) if the shareholders fail at any annual or special meeting of shareholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, or if the number of Directors then in office is less than a quorum by (i) unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining Director; however, a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority or 66 2/3 percent of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each Director so elected shall hold office until the expiration of the term for which he was elected and until his successor is elected at an annual or a special meeting of the shareholders, or until his death, resignation or removal.

The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of the holders of a majority of the outstanding shares entitled to vote.

Section 3.7 Organization Meeting.

Immediately after each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. No notice of such meeting need be given.

Section 3.8 Other Regular Meetings.

The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board; provided, however, that if the date so designated falls upon a legal holiday, then the meeting shall be held at the same time and place on the next succeeding day which is not a legal holiday. No notice of such regular meetings of the Board need be given.

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Section 3.9 Calling Meetings.

Meetings of the Board of Directors for any purpose or purposes shall be held whenever called by the Chairman of the Board, the President or the Secretary or any two Directors of the corporation.

Section 3.10 Place of Meetings.

Meetings of the Board of Directors shall be held at any place within or without the State of California which may be designated in the notice of the meeting, or, if not stated in the notice or if there is no notice, designated by resolution of the Board. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the corporation.

Section 3.11 Meetings By Conference Telephone or Other Communications Equipment.

So long as permitted by statute, directors may participate in a regular or special meeting through any means of communication, including conference telephone, electronic screen communication or other communications equipment. Participation in a meeting pursuant to this Section 3.11 constitutes presence in person at that meeting if each participating director is provided the means to communicate with all of the other directors concurrently and (1) the meeting is held by conference telephone or video conferencing or other communication mode enabling participants to determine, through voice or image recognition, that a participant is or is not a director entitled to participate in the meeting or (2) another verification device (determined in the discretion of the chairman of the meeting) is used that each person participating in the meeting is in fact a director. Such verification method may include (at the discretion of the Chairman of the meeting) use of passwords or similar codes for gaining access to the meeting.

Members of the Board may participate in a regular or special meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 3.11 constitutes presence in person at such meeting.

Section 3.12 Notice of Special Meetings.

Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail, telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means. In case such notice is sent by mail, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally, or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, it shall be so delivered at least forty-eight (48) hours prior to the time of the holding of the meeting. Such notice may be given by the Secretary of the corporation or by the persons who called said

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meeting. Such notice need not specify the purpose of the meeting, and notice shall not be necessary if appropriate waivers, consents and/or approvals are filed in accordance with Section 3.13 of these Bylaws.

Section 3.13 Waiver of Notice.

Notice of a meeting need not be given to any Director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.14 Action Without Meeting.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 3.15 Quorum.

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the Articles of Incorporation or the California Corporations Code specifically requires a greater number. In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting as provided in Section 3.16 of these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.16 Adjournment.

Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the vote of a majority of the Directors present. Notice of the time and place of the adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned.

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Section 3.17 Inspection Rights.

Every Director shall have the absolute right at any time to inspect, copy and make extra copies of, in person or by agent or attorney, all books, records and documents of every kind and to inspect the physical properties of the corporation.

Section 3.18 Fees and Compensation.

Directors shall not receive any stated salary for their services as directors, but, by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

Section 3.19 Loans to Officers.

The Board may approve loans of money or property from the corporation to, and guaranties by the corporation of the obligations of, any officer, whether or not a director, of the corporation, and may adopt employee benefit plans authorizing such loans and/or guaranties, without the approval of the shareholders of the corporation, provided that:

(a) the corporation has outstanding shares held of record by more than 100 persons on the date of approval by the Board;

(b) the vote for approval is sufficient without counting the vote of any interested director or directors; and

(c) the Board determines that such loan, guaranty, or plan may reasonably be expected to benefit the corporation.

ARTICLE IV

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.1 Executive Committee.

The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, appoint an executive committee, consisting of two or more Directors. The Board may designate one or more Directors as an alternate member of such committee, who may replace any absent member of any meeting of the committee. The executive committee, subject to any limitations imposed by the California Corporations Code, or by resolution adopted by the affirmative vote of a majority of the authorized number of Directors, or imposed by the Articles of Incorporation or by these Bylaws, shall have and may exercise all of the powers of the Board of Directors.

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Section 4.2 Other Committees.

The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate such other committees, each consisting of two or more Directors, as it may from time to time deem advisable to perform such general or special duties as may from time to time be delegated to any such committee by the Board of Directors, subject to the limitations contained in the California Corporations Code, or imposed by the Articles of Incorporation or by these Bylaws. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.

Section 4.3 Minutes and Reports.

Each committee shall keep regular minutes of its proceedings, which shall be filed with the Secretary. All action by any committee shall be reported to the Board of Directors at the next meeting thereof, and, insofar as rights of third parties shall not be affected thereby, shall be subject to revision and alteration by the Board of Directors.

Section 4.4 Meetings.

Except as otherwise provided in these Bylaws or by resolution of the Board of Directors, each committee shall adopt its own rules governing the time and place of holding and the method of calling its meetings and the conduct of its proceedings and shall meet as provided by such rules, and it shall also meet at the call of any member of the committee. Unless otherwise provided by such rules or by resolution of the Board of Directors, committee meetings shall be governed by Sections 3.11, 3.12 and 3.13 of these Bylaws. Any action required or permitted to be taken by the a committee may be taken without a meeting, if all members of the committee shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such committee members.

Section 4.5 Term of Office of Committee Members.

The term of office of any committee member shall be as provided in the resolution of the Board of Directors designating him but shall not exceed his term as a Director. Any member of a committee may be removed at any time by resolution adopted by Directors holding a majority of the directorships, either present at a meeting of the Board or by written approval thereof.

ARTICLE V

OFFICERS

Section 5.1 Officers.

The officers of the corporation shall be a Chief Executive Officer, a President, a Secretary, and a Treasurer, who shall be the Chief Financial Officer of the corporation. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3. One person may hold two or more offices.

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Section 5.2 Election.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 5.3 Subordinate Officers. etc.

The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 5.4 Removal and Resignation.

Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5 Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner described in these Bylaws for regular appointments to such office.

Section 5.6 Chairman of the Board.

The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws.

Section 5.7 Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the Chief Executive Officer shall be the general manager of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and Officers of the corporation.

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He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees, including the Executive Committee, if any. He shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 5.8 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, and subject to the supervision of the Chief Executive Officer, if such Office is held by another person, the President shall be responsible for the day-to-day management of the business and affairs of the Corporation. In the absence or disability of the Chief Executive Officer, if such office is held by another person, the President shall perform all duties of the Chief Executive Officer, and when so acting shall have all the powers of, and be subject to the restrictions upon the Chief Executive Officer. He shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 5.9 Vice President.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

Section 5.10 Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and shareholders. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the California Corporations Code. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the corporation’s transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 5.11 Treasurer and Chief Financial Officer.

The Treasurer and Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.

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The Treasurer and Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse all funds of the corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer, President and Directors, whenever they request it, an account of all of his transactions as Treasurer and Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 5.12 Compensation.

The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the corporation.

ARTICLE VI

GENERAL MATTERS

Section 6.1 Record Date.

The Board of Directors may fix, in advance, a time in the future as the record date for the determination of shareholders entitled to notice of any meeting or to vote or entitled to ‘receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. Shareholders on the record date are entitled to notice and to vote or receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares in the books of the corporation after the record date, except as otherwise provided by law. Said record date shall not be more than sixty (60) or less than ten (10) days prior to the date of such meeting, nor more than sixty (60) days prior to any other action.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

If no record date is fixed by the Board of Directors, the record date shall be fixed pursuant to the California Corporations Code.

Section 6.2 Inspection of Corporate Records.

The accounting books and records, and minutes of proceedings of the shareholders and the Board of Directors and committees of the Board shall be open to inspection upon written demand made upon the corporation by any shareholder or the holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to his interest as a shareholder, or as the holder of such voting trust certificate. The record of shareholders shall also be open to inspection by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate. Such inspection may be made in person or by an agent or attorney, and shall include the right to copy and to make extracts.

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Section 6.3 Execution of Corporate Instruments.

The Board of Directors may, in its discretion, determine the method and designate the statutory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors, formal contracts of the corporation, promissory notes, mortgages, evidences of indebtedness, conveyances or other instruments in writing, and any assignment or endorsement thereof, executed or entered into between the corporation and any person, may be signed by anyone of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer of the corporation.

Section 6.4 Ratification by Shareholders.

The Board of Directors may, subject to applicable notice requirements, in its discretion, submit any contract or act for approval or ratification of the shareholders at any annual meeting of shareholders, or at any special meeting of shareholders called for that purpose; and any contract or act which shall be approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of shareholders, shall be as valid and binding upon the corporation and upon the shareholders thereof as though approved or ratified by each and every shareholder of the corporation, unless a greater vote is required by law for such purpose.

Section 6.5 Annual Report.

For so long as the corporation has less than 100 holders of record of its shares, the mandatory requirement of an annual report is hereby expressly waived. The Board of Directors may, in its discretion, cause an annual report to be sent to the shareholders. Such reports shall contain at least a balance sheet as of the close of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit of the books and records of the corporation.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement and/or a balance sheet of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request, and such statement shall be delivered or mailed to the person making the request within thirty (30) days thereafter. Such statements shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificates of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

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Section 6.6 Representation of Shares of Other Corporations.

The Chief Executive Officer and the President of this corporation are authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation and any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney and duly executed by said officers.

Section 6.7 Inspection of Bylaws.

The corporation shall keep in its principal executive office in this State the original or a copy of the Bylaws as amended or otherwise altered to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

ARTICLE VII

SHARES OF STOCK

Section 7.1 Form of Certificates.

Certificates for shares of stock of the corporation shall be in such form and design as the Board of Directors shall determine and shall be signed in the name of the corporation by the Chairman of the Board, or the Chief Executive Officer or the President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary. Each certificate shall state the certificate number, the date of issuance, the number, class or series and the name of the record holder of the shares represented thereby, the name of the corporation, and, if the shares of the corporation are classified or if any class of shares has two or more series, there shall appear the statement required by the California Corporations Code.

Section 7.2 Transfer of Shares.

Shares of stock may be transferred in any manner permitted or provided by law. Before any transfer of stock is entered upon the books of the corporation, or any new certificate issued therefor, the older certificate, properly endorsed, shall be surrendered and canceled, except when a certificate has been lost, stolen or destroyed.

Section 7.3 Lost Certificates.

The Board of Directors may order a new certificate for shares of stock to be issued in the place of any certificate alleged to have been lost, stolen or destroyed, but in every such case, the owner or the legal representative of the owner of the lost, stolen or destroyed certificates may be required to give the corporation a bond (or other adequate security) in such form and amount as the Board may deem sufficient to indemnify it against any claim that may be made against the corporation (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or issuance of such new certificate.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification by Corporation.

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the California General Corporation Law, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this Article VIII of these bylaws, the corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board of directors of the corporation. The right to indemnification conferred by this Section shall include the right to be paid by the corporation expenses incurred in defending any such Proceeding in advance of its final disposition to the fullest extent authorized by the California General Corporation Law; provided, however, that, if required by the California General Corporation Law, the payment of such expenses incurred by such person in advance of the final disposition of such Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this Section or otherwise.

Section 8.2 Right of Claimant to Bring Suit.

If a claim under Section 8.1 of this Article VIII is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the California General Corporation Law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its board of directors,

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independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.3 Indemnification of Employees and Agents of the Corporation.

The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification of and advancement of expenses to directors and officers of the corporation.

Section 8.4 Rights Not Exclusive.

The rights conferred on any person by this Article VIII above shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

Section 8.5 Indemnity Agreements.

The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VIII.

Section 8.6 Insurance.

The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation (including a predecessor corporation), partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the California Corporations Code.

Section 8.7 Amendment. Repeal or Modification.

Any amendment, repeal or modification of any provision of this Article VIII by the shareholders or the Directors of the corporation shall not adversely affect any right or protection of a Director or officer of the corporation existing at the time of such amendment, repeal or modification.

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ARTICLE IX

AMENDMENTS

Section 9.1 Power of Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote or by the written consent thereof, except as otherwise provided by law or by the Articles of Incorporation.

Section 9.2 Power of Directors.

Subject to the right of shareholders as provided in Section 9.1 of these Bylaws, Bylaws other than a Bylaw or amendment thereof specifying or changing the authorized number of Directors, or the minimum or maximum number of a variable Board of Directors, or changing from a fixed to a variable Board of Directors or vice versa, may be adopted, amended or repealed by the approval of the Board of Directors.

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CERTIFICATE OF SECRETARY

I hereby certify:

That I am the duly elected and acting Secretary of WCHS, INC., a California corporation; and

That the foregoing Amended and Restated Bylaws comprising nineteen (19) pages, constitute the original Bylaws, as amended, of said corporation duly approved by written consent of the sole shareholder.

IN WITNESS WHEREOF, I have hereunder subscribed my name this 10^th day of May, 2002.

/s/ Susan Del Bene

Susan Del Bene, Secretary

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EX-3.4.47

Exhibit 3.4.47

BYLAWS OF

WHEELING TREATMENT CENTER INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., Falls School Business Center, 1130 8^th Avenue South, Suite 308, Nashville, Tennessee 37203, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided. The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a directors removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

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Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the Meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section l. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

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Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the company and deposit the same to the credit of the company in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the Statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

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ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholders or any director of the corporation, under the provisions of these by-laws or under the provisions of the Statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Karen Krumeich

Karen Krumeich, Director

Dated: November 28, 2000

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EX-3.4.48

Exhibit 3.4.48

BY-LAWS

OF

WHITE DEER REALTY, LTD.

(a Pennsylvania Corporation)

ARTICLE I

Offices and Fiscal Year

Section 1.01. Registered Office. The registered office of the Corporation in Pennsylvania shall be 517 Brook Drive, Lewisburg, Pennsylvania 17701, until otherwise established by an amendment of the Articles or by the Board of Directors and a record of such change is filed with the Department of State in the manner provided by law.

Section 1.02. Other Offices. The Corporation may also have offices at such other places within or without Pennsylvania as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Section 1.03. Fiscal Year. The fiscal year of the Corporation shall begin on the 1^st day of January of each year.

ARTICLE II

Notice - Waivers - Meetings Generally

Section 2.01. Manner of Giving Notice.

A. General Rule. Whenever written notice is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these By-Laws, it may be given

to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by telecopier, to the address (or to the telex, TWX, telecopier or telephone number) of the person appearing on the books of the Corporation or, in the case of Directors, supplied by the Director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched or, in the case of telecopier, when received. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Business Corporation Law, the Articles or these By-Laws.

B. Adjourned Shareholder Meetings. When a meeting of Shareholders is adjourned, it shall not be necessary to give any notice of adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new record date for the adjourned meeting.

Section 2.02. Notice of Meetings of Board of Directors. Notice of a regular meeting of the Board of Directors need not be given. Notice of every special meeting of the Board of Directors shall be given to each Director by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or telecopier) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five (5) days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in a notice of the meeting.

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Section 2.03. Notice of Meetings of Shareholders.

A. General Rule. Written notice of every meeting of the Shareholders shall be given by, or at the direction of, the Secretary to each Shareholder of record entitled to vote at the meeting at least:

(1) Ten (10) days prior to the day named for a meeting called to consider a fundamental transaction under 15 Pa. C.S. Chapter 19;.

or

(2) Five (5) days prior to the day named for the meeting in any other case.

If the Secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of Shareholders, the notice shall specify the general nature of the business to be transacted.

B. Notice of Action by Shareholders on By-Laws. In the case of a meeting of Shareholders that has as one of its purposes action on the By-Laws, written notice shall be given to each Shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the By-Laws. There shall be included in, or enclosed with, the notice a copy of the proposed amendment or a summary of the changes to be effected thereby.

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Section 2.04. Waiver of Notice.

A. Written Waiver. Whenever any written notice is required to be given under the provisions of the Business Corporation Law, the Articles or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of Shareholders, the waiver of notice shall specify the general nature of the business to be transacted.

B. Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 2.05. Modification of Proposal Contained in Notice. Whenever the language of the proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Business Corporation Law or the Articles or these By-Laws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

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Section 2.06. Exception to Requirement of Notice.

A. General Rule. Whenever any notice or communication is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these By-Laws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action and communication with that person is then unlawful, giving of the notice or communication to that person shall not be required.

B. Shareholders Without Forwarding Addresses. Notice or other communications shall not be sent to any Shareholder with whom the Corporation has been unable to communicate for more than 24 consecutive months because communications to the Shareholder are returned unclaimed or the Shareholder has otherwise failed to provide the Corporation with a current address. Whenever the Shareholder provides the Corporation with a current address, the Corporation shall commence sending notices and other communications to the Shareholder in the same manner as to other Shareholders.

Section 2.07. Use of Conference Telephone and Similar Equipment. One or more persons may participate in a meeting of the Board of Directors or any committee of the Board of Directors or the Shareholders of the Corporation by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

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ARTICLE III

Shareholders

Section 3.01. Place of Meeting. All meetings of the Shareholders of the Corporation shall be held at the registered office of the Corporation unless another place is designated by the Board of Directors in the notice of the meeting.

Section 3.02. Annual Meeting. The Board of Directors may fix the date and time of the annual meeting of the Shareholders, but if no such date and time is fixed by the Board the meeting for any calendar year shall be held on the 15th day of January in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding business day at 10:00 o’clock A.M., and at said meeting the Shareholders then entitled to vote shall elect Directors and shall transact such other business as may properly be brought before the meeting. If the annual meeting shall not have been called and held within six (6) months after the designated time, any Shareholder may call the meeting at any time thereafter.

Section 3.03. Special Meetings.

A. Call of Special Meetings. Special meetings of the Shareholders may be called at any time:

(1) By the Board of Directors; or

(2) Unless otherwise provided in the Articles, by Shareholders entitled to cast at least 20% of the votes that all Shareholders are entitled to cast at the particular meeting.

B. Fixing of Time for Meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

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Section 3.04. Quorum and Adjournment.

A. General Rule. A meeting of Shareholders of the Corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence of Shareholders entitled to cast at least majority of the votes that all Shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. Shares of the Corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the Board of Directors of this Corporation, as such, shall not be counted in determining the total number of outstanding shares for quorum purposes at any given time.

B. Withdrawal of a Quorum. The Shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

C. Adjournment for Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as provided in the Business Corporation Law, adjourn the meeting to such time and place as they may determine.

D. Adjournments Generally. Any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each

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as the Shareholders present and entitled to vote shall direct, until the Directors have been elected. Any other regular or special meeting may be adjourned for such period as the Shareholders present and entitled to vote shall direct.

E. Electing Directors at Adjourned Meeting. Those Shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of’ electing directors.

F. Other Action in Absence of Quorum. Those Shareholders entitled to vote who attend a meeting of Shareholders that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those Shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

Section 3.05. Action by Shareholders.

A. General Rule. Except as otherwise provided in the Business Corporation Law or the Articles or these By-Laws, or a shareholders agreement in effect among the shareholders entitled to vote thereon, whenever any corporate action is to be taken by vote of the Shareholders of the Corporation, it shall be authorized by a majority of the votes cast at a duly organized meeting of Shareholders by the holders of shares entitled to vote thereon.

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B. Interested Shareholders. Any merger or other transaction authorized under 15, Pa. C.S. Subchapter 19C between the Corporation or subsidiary thereof and a Shareholder of this Corporation, or any voluntary liquidation authorized under 15 Pa. C.S. Subchapter 19F in which a Shareholder is treated differently from other Shareholders of the same class (other than any dissenting Shareholders), shall require the affirmative vote of the Shareholders entitled to cast at least a majority of the votes that all Shareholders other than the interested Shareholder are entitled to cast with respect to the transaction, without counting the vote of the interested Shareholder. For the purposes of the preceding sentence, “interested Shareholder” shall include the Shareholder who is a party to the transaction or who is treated differently from other Shareholders and any person, or group of persons, that is acting jointly or in concert with the interested Shareholder and any person who, directly or indirectly, controls, is controlled by or is under common control with the interested Shareholder. An interested Shareholder shall not include any person who, in good faith and not for the purpose of circumventing this subsection, is an agent, bank, broker, nominee or trustee for one or more other persons, to the extent that the other person or persons are not interested Shareholders.

C. Exceptions. Subsection B shall not apply to a transaction:

(1) That has been approved by a majority vote of the Board of Directors without counting the vote of Directors who:

(i) are Directors or Officers of, or have a material equity interest in, the interested Shareholder; or

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(ii) were nominated for election as a Director by the interested Shareholder, and first elected as a Director, within twenty-four (24) months of the date of the vote on the proposed transaction; or

(2) in which the consideration to be received by the Shareholders for shares of any class of which shares are owned by the interested Shareholder is not less than the highest amount paid by the interested Shareholder in acquiring shares of the same class.

D. Additional Approvals. The approvals required by subsection B shall be in addition to, and not in lieu of, any other approval required by the Business Corporation Law, the Articles or these By-Laws or otherwise.

Section 3.06. Organization. At every meeting of the Shareholders, the President or, in the case of vacancy in office or absence of the President, one of the following officers present in the order stated: the Vice Presidents in their order of rank and seniority, or a person chosen by vote of the Shareholders present, shall act as Chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Chairman of the meeting, shall act as Secretary.

Section 3.07. Voting Rights of Shareholders. Unless otherwise provided in the Articles, every Shareholder of the Corporation shall be entitled to one vote for every share outstanding in the name of the Shareholder on the books of the Corporation.

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Section 3.08. Voting and Other Action by Proxy.

A. General Rule.

(1) Every Shareholder entitled to vote at a meeting of Shareholders or to express consent or dissent to Corporate action in writing without a meeting may authorize another person to act for the Shareholder by proxy.

(2) The presence of, or vote or other action at a meeting of Shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a Shareholder shall constitute the presence of, or vote or action by, or written consent or dissent of the Shareholder.

(3) Where two or more proxies of a Shareholder are present, the Corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

B. Minimum Requirements. Every proxy shall be executed in writing by the Shareholder or by the duly authorized attorney-in-fact of the Shareholder and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision of the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation. An unrevoked proxy shall not be valid after three (3) years from

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the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the Corporation.

C. Expenses. Unless otherwise restricted in the Articles, the Corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of Shareholders by or on behalf of the Board of Directors or its nominees for election to the Board, including solicitation by professional proxy solicitors or otherwise.

Section 3.09. Voting by Fiduciaries and Pledges. Shares of the Corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A Shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in the section shall affect the validity of a proxy given to a pledgee or nominee.

Section 3.10. Voting by Joint Holders of Shares.

A. General Rule. Where shares of the Corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise:

(1) if only one or more of such persons is present in person or by proxy, all of the shares standing in the names of such persons shall be deemed to be represented for the purpose of determining a quorum and the Corporation shall accept as the vote of all the shares the vote cast by a joint owner or a majority of them; and

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(2) if the persons are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among the persons without prejudice to the rights of the joint owners or the beneficial owners thereof among themselves.

B. Exception. If there has been filed with the Secretary of the Corporation a copy, certified by an attorney at law to be correct, of the relevant portions of the agreement under which the shares are held or the instrument by which the trust or estate was created or the order of the court appointing them or of an order of court directing the voting of the shares, the persons specified as having such voting power in the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only in accordance therewith.

Section 3.11. Voting by Corporations.

A. Voting by Corporate Shareholders. Any corporation that is a Shareholder of this Corporation may vote by any of its officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the Board of Directors of the other corporation or a provision of its Articles or By-Laws, a copy of which resolution or provision certified to be correct by one of its officers has been filed with the Secretary of this Corporation, is appointed its general or special proxy in which case that person shall be entitled to vote the shares.

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B. Controlled Shares. Shares of this Corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the Board of Directors of this Corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time.

Section 3.12. Determination of Shareholders of Record.

A. Fixing Record Date. The Board of Directors may fix a time prior to the date of any meeting of Shareholders as a record date for the determination of the Shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting of Shareholders. Only Shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection. The Board of Directors may similarly fix a record date for the determination of Shareholders of record for any other purpose. When a determination of Shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

B. Determination When A Record Date is Not Fixed. If a record date is not fixed:

(1) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

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(2) The record date for determining Shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation.

(3) The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 3.13. Voting lists.

A. General rule. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at any meeting of Shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting for the purposes thereof.

B. Effect of list. Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any Shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the Shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of Shareholders.

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Section 3.14. Judges of Election.

A. Appointment. In advance of any meeting of Shareholders of the Corporation, the Board of Directors may appoint judges of election, who need not be Shareholders, to act at the meeting or any adjournment thereof. If judges of election, are not so appointed the presiding officer of the meeting may, and on the request of any Shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for office to be filled at the meeting shall not act as a judge.

B. Vacancies. In case any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

C. Duties. The judges of election shall determine the. number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical, If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

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D. Report. On request of the presiding officer of the meeting, or of any Shareholder, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.

Section 3.15. Consent of Shareholders in Lieu of Meeting.

A. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Shareholders or of a class of Shareholders may be taken without a meeting, if prior or subsequent to the action, a consent or consents thereto by all of the Shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Corporation.

B. Partial Written Consent. Any action required or permitted to be taken at a meeting of the Shareholders or of a class of Shareholders may be taken without a meeting upon the written consent of Shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. The action shall not become effective until after at least ten (10) days’ written notice of the action has been given to each Shareholder entitled to vote thereon who has not consented thereto.

Section 3.16. Minors as Security Holders. The Corporation may treat a minor who holds shares or obligations of the Corporation as having capacity to receive and to empower others to

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receive dividends, interest, principal and other payments or distributions, to vote or express consent or dissent and to make elections and exercise rights relating to such shares or obligations unless, in the case of payments or distributions on shares, the corporate officer responsible for maintaining the list of Shareholders or the transfer agent of the Corporation or, in the case of payments or distributions on obligations, the Treasurer or paying officer or agent has received written notice that the holder is a minor.

ARTICLE IV

Board of Directors

Section 4.01. Powers; Personal Liability.

A. General Rule. Unless otherwise provided by statute, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

B. Standard of Cared Justifiable Reliance. A Director shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.

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(2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.

(3) A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

C. Consideration of Factors. In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection B.

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D. Presumption. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any, failure to take any action shall be presumed to be in the best interests of the Corporation.

E. Personal Liability of Directors.

(1) A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

(i) the Director has breached or failed to perform the duties of his or her office under this section; and

(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(2) The provisions of paragraph (1) shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a Director for the payment of taxes pursuant to Local, State or Federal law.

F. Notation of Dissent. A Director who is present at a meeting of the Board of Directors, or of a committee of the Board at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not

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apply to a Director who voted in favor of the action. Nothing in this section shall bar a Director from asserting that minutes of the meeting incorrectly omitted his other dissent if, promptly upon receipt of a copy of such minutes, the Director notifies the Secretary, in writing, of the asserted omission or inaccuracy.

Section 4.02. Qualifications and Selection of Directors.

A. Qualifications. Each Director of the Corporation shall be a natural person of full age who need not be a resident of Pennsylvania or a Shareholder of the Corporation.

B. Election of Directors. Except as otherwise provided in these By-Laws, Directors of the Corporation shall be elected by the Shareholders. In elections for Directors, voting need not be by ballot, except upon demand made by a Shareholder entitled to vote at the election and before the voting begins. The candidates receiving the highest number of votes from each class or group of classes, if any, entitled to elect Directors separately up to the number of Directors to be elected by the class or group of classes shall be elected. If at any meeting of Shareholders, Directors of more than one class are to be elected, each class of Directors shall be elected in a separate election.

C. Cumulative Voting. Unless the articles provide for straight voting, in each election of Directors every Shareholder entitled to vote shall have the right to multiply the number of votes to which the Shareholder may be entitled by the total number of Directors to be elected in the same election by the holders of the class or classes of shares of which his or her shares are a part and the Shareholder may cast the whole number of his or her votes for one candidate or may distribute them among two or more candidates.

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Section 4.03. Number and Term of Office.

A. Number. So long as the number of Shareholders of this Corporation are two or fewer, the Board of Directors shall consist of two persons. At such time as the number of Shareholders is 3 or more, the Board of Directors shall consist of such number of Directors, not less than 3 nor more than 7, as may be determined from time to time by resolution of the Board of Directors.

B. Term of Office. Each Director shall hold office until the expiration of the term for which he or she was elected and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. A decrease in the number of Directors shall not have the effect of shortening the term of any incumbent Director.

C. Resignation. Any Director may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4.04. Vacancies.

A. General Rule. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board though less than a quorum, or by a sole remaining Director, and each person so selected shall be a Director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

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B. Action by Resigned Directors. When one or more Directors resign from the Board effective at a future date, the Directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

Section 4.05. Removal of Directors.

A. Removal by the Shareholders. The entire Board of Directors, or any class of the Board, or any individual Director may be removed from office without assigning any cause by the vote of Shareholders, or of the holders of a class or series of shares, entitled to elect Directors, or the class of Directors. In case the Board or a class of the Board or any one or more Directors are so removed, new Directors may be elected at the same meeting. The Board of Directors may be removed at any time with or without cause by the unanimous vote or consent of Shareholders entitled to vote thereon.

B. Removal by the Board. The Board of Directors may declare vacant the office of a Director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one (1) year or if, within sixty (60) days after notice of his or her election, the Director does not accept the office either in writing or by attending a meeting of the Board of Directors.

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C. Removal of Directors by Cumulative Voting. An individual Director shall not be removed (unless the entire Board or class of the Board is removed) if sufficient votes are cast against the resolution for his or her removal which, if cumulatively voted at an annual or the regular election of Directors, would be sufficient to elect one or more Directors to the Board or to the class.

Section 4.06. Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting.

Section 4.07. Organization of Meetings. At every meeting of the Board of Directors, the President or, in the case of a vacancy in the office or absence of the President, one of the following officers present in the order stated: the Vice Presidents in their order of rank and seniority, or a person chosen by a majority of the Directors present, shall act as Chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or, in the absence of the Secretary and the Assistant Secretaries, any person appointed by the Chairman of the meeting, shall act as Secretary.

Section 4.08. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors.

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Section 4.09. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by any Director.

Section 4.10. Quorum of and Action by Directors.

A. General Rule. A majority of the Directors in office of the Corporation shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors.

B. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereof by all of the Directors in office is filed with the Secretary of the Corporation.

Section 4.11. Executive and other Committees.

A. Establishment and Powers. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Any committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority as to the following:

(1) The submission to Shareholders of any action requiring approval of Shareholders under the Business Corporation Law.

(2) The creation or filling of vacancies in the Board of Directors.

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(3) The adoption, amendment or repeal of these By-Laws.

(4) The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board.

(5) Action on matters committed by a resolution of the Board of Directors to another committee of the Board.

B. Alternate Committee Members. The Board may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member.

C. Term. Each committee of the Board shall serve at the pleasure of the Board.

D. Committee Procedures. The term “Board of Directors” or “Board”, when used in any provision of these By-Laws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be construed to include and refer to any executive or other committee of the Board.

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Section 4.12. Compensation. The Board of Directors shall have the authority to fix the compensation of Directors for their services as Directors and a Director may be a salaried officer of the Corporation.

ARTICLE V

Officers

Section 5.01. Officers Generally.

A. Number. Qualification and Designation. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers, if any, as may be elected in accordance with the provisions of Section 5.03. Officers may but need not be Directors or Shareholders of the Corporation. The President and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person shall be of full age. Any number of offices may be held by the same persons.

B. Resignations. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.

C. Bonding. The Corporation may secure the fidelity of any or all of its officers by bond or otherwise.

D. Standard of Care. Except as otherwise provided in the Articles, an officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to

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be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his or her duties shall not be liable by reason of having been an officer of the Corporation.

Section 5.02. Election and Term of Office. The officers of the Corporation, except those elected by delegated authority pursuant to Section 5.03, shall be elected annually by the Board of Directors, and each such officer shall hold office for a term of one (1) year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

Section 5.03. Subordinate Officers Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 5.04. Removal of Officers and Agents. Any officer or agent of the Corporation may be removed by the Board of Directors with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

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Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.03, as the case may be, and if the office is one for which these By-Laws prescribe a term, shall be filled for the unexpired portion of the term.

Section 5.06. Authority. All officers of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided by or pursuant to resolutions or orders of the Board of Directors or in the absence of controlling provisions in the resolutions or orders of the Board of Directors, as may be determined by or pursuant to these By-Laws.

Section 5.07. The President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned by the Board of Directors. The President shall preside at all meetings of the Shareholders and of the Board of Directors.

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Section 5.08. Vice-Presidents. Each Vice-President, if any, shall perform such duties as may be assigned to him or her by the Board of Directors or the President. In the absence or disability of the President, the most-senior in rank of the Vice-Presidents, if any, shall perform the duties of the President.

Section 5.09. The Secretary. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all the votes of the Shareholders and of the Directors and the minutes of the meetings of the Shareholders and of the Board of Directors and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and recorded and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President.

Section 5.10. Assistant Secretary. The Assistant Secretary, if any, or Assistant Secretaries, if more than one, shall perform the duties of the Secretary in his or her absence and shall perform such other duties as the Board of Directors, the President or the Secretary shall from time to time designate.

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Section 5.11. The Treasurer. The Treasurer shall have or provide for the custody of the funds or other property of the Corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as Treasurer and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.

Section 5.12. Assistant Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in his or her absence and shall perform such other duties as the Board of Directors, the President or the Treasurer may from time to time designate.

Section 5.13. Salaries. The salaries of the officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such officer as may be designated by resolution of the Board. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the officer or committee to which the power to elect such officer or to retain or appoint such employees or other agents has been delegated pursuant to Section 5.03. No officer shall be prevented from receiving such salary or their compensation by reason of the fact that the officer is also a Director of the Corporation.

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ARTICLE VI

Certificates of Stock, Transfer, Etc.

Section 6.01. Share Certificates. Certificates for shares of the Corporation shall be in such form as approved by the Board of Directors, and shall state that the Corporation is incorporated under the laws of Pennsylvania, the name of the person to whom issued, and the number and class of shares and the designation of the series (if any) that the certificate represents. The share register or transfer books and blank share certificates shall be kept by the Secretary or by any transfer agent or registrar designated by the Board of Directors for that purpose.

Section 6:02. Issuance. The share certificates of the Corporation shall be numbered and registered in the share register or transfer books of the Corporation as they are issued. They shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall bear the corporate seal, which may be a facsimile, engraved or printed; but where such certificate is signed by a transfer agent or a registrar the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this Section 6.02 shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

Section 6.03. Transfer. Transfers of shares shall be made on the share register or transfer books of the Corporation upon surrender of the certificate therefor, endorsed by the

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persons named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made inconsistent with the provisions of the Uniform Commercial Code, 13 Pa. C.S. § § 8 101 et seq., and its amendments and supplements.

Section 6.04. Record Holder of Shares. The Corporation shall be entitled to treat the person in whose name any share or shares of the Corporation stand on the books of the Corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person.

Section 6.05. Lost, Destroyed or Mutilated Certificates. The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Board of Directors shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct.

ARTICLE VII

Indemnification of Directors, Officers

and Other Authorized Representatives

Section 7.01. Scope of Indemnification.

A. General Rule. The Corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative

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may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

(1) where such indemnification is expressly prohibited by applicable law;

(2) where the conduct of the indemnified representative has been finally determined:

(i) to constitute willful misconduct or recklessness within the meaning of 15 Pa. C.S. § 513(b) or § 1746(b) or 42 Pa. C. S. § 8365(b) or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

(ii) to be based upon or attributable to the receipt by the indemnified representative from the Corporation of a personal benefit to which the indemnified representative is not legally entitled; or

(3) to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

B. Partial Payment. If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

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C. Presumption. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.

D. Definitions. For purposes of this Article:

(1) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, employee or agent of the Corporation, or, at the request of the Corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture; trust, employee benefit plan or other entity or enterprise;

(2) “Indemnified Representative” means any and all directors and officers of the Corporation and any other person designated as an indemnified representative by the Board of Directors of the Corporation (which may, but need not, include any person serving at the request of the Corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(3) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan or cost or expense, of any nature (including, without limitation, attorneys’ fees and disbursements); and

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(4) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Corporation, a class of its security holders or otherwise.

Section 7.02. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article, the Corporation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors in office. This section does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.

Section 7.03. Advancing Expenses. The Corporation shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described In Section 7.01 or the initiation of or participation in which is authorized pursuant to Section 7.02 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined that

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such person is not entitled to be indemnified by the Corporation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

Section 7.04. Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate. Absent fraud, the determination of the Board of Directors with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and directors and shall not be subject to voidability.

Section 7.05. Payment of indemnification. An Indemnified representative shall be entitled to Indemnification within thirty (30) days after a written request for Indemnification has been delivered to the Secretary of the Corporation.

Section 7.06. Enforcement of Right to Indemnification.

A. Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof.

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B. Expenses. The Corporation shall reimburse an indemnified representative for the expenses (including attorneys’ fees and disbursements) incurred in successfully prosecuting or defending any action relating to the right to indemnification, contribution or advancement of expenses as provided under this Article.

Section 7.07. Contribution. If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.

Section 7.08. Mandatory Indemnification of Directors, Officers, etc. To the extent that an authorized representative of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 Pa.C.S. § § 1741 or 1742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

Section 7.09. Contract Rights, Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

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Section 7.10. Scope of Article. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect to matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

Section 7.11. Reliance on Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article.

Section 7.12. Interpretation. The provisions of this Article are intended to constitute By-Laws authorized by 15 Pa. C.S. § § 513 and 1746 and 42 Pa. C.S. § 8365.

ARTICLE VIII

Miscellaneous

Section 8.01. Corporate Seal. The Corporation shall have a corporate seal in the form of a circle containing the name of the Corporation, the year of incorporation and such other details as may be approved by the Board of Directors. A facsimile seal may in all events be used in lieu of the corporate seal.

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Section 8.02. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors or any person authorized by resolution of the Board of Directors may from time to time designate.

Section 8.03. Contracts.

A. General Rule. Except as otherwise provided by these By-Laws or in the Business Corporation Law in the case of transactions that require action by the Shareholders, the Board of Directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

B. Statutory Form of Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract or other document, or any assignment or endorsement thereof, executed or entered into between the Corporation and any other persons, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the President or Vice President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the Corporation, shall be held to have been properly executed for and in behalf of the Corporation, without prejudice to the rights of the Corporation against any person who shall have executed the instrument in excess of his or her actual authority.

Section 8.04. Interested Directors or Officers, Quorum.

A. General Rule. A contract or transaction between the Corporation and one or more of its Directors or officers or between the Corporation and another corporation, partnership, joint

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venture, trust or other enterprise in which one or more of its Directors or officers are directors or officers or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors that authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if:

(1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum;

(2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those Shareholders; or

(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or the Shareholders.

B. Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in subsection A.

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Section 8.05. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees of the Board of Directors shall from time to time determine.

Section 8.06. Corporate Records.

A. Required Records. The Corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, Shareholders and Directors and a share register giving the names and addresses of all Shareholders and the number and class of shares held by each. The share register shall be kept at either the registered office of the Corporation in Pennsylvania or at its principal place of business wherever situated or at the office of its registrar or transfer agent. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.

B. Right of Inspection. Every Shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books and records of account, and records of the proceedings of the incorporators, Shareholders and Directors and to make copies or extract therefrom. A proper purpose shall mean a purpose reasonably related to the interest of the person as a Shareholder. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the Shareholder. The demand shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business wherever situated.

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Section 8.07. Financial Reports. Unless otherwise agreed between the Corporation and a Shareholder, the Corporation shall furnish to its Shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and a statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries. The financial statements shall be mailed by the Corporation to each of its Shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon written request, shall be mailed by the Corporation to any Shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not previously been mailed. Statements that are audited or reviewed by a public accountant shall be accompanied by the report of accountant; in other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation:

(1) Stating his reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not, describing the basis of presentation.

(2) Describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

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Section 8.08. Amendment of By-Laws. These By-Laws may be amended or repealed, or new By-Laws may be adopted, either (i) by vote of the Shareholders at any duly organized annual or special meeting of Shareholders, or (ii) with respect to those matters that are not by statute committed expressly to the Shareholders and regardless of whether the Shareholders have previously adopted or approved the By-Law being amended or repealed, by vote of a majority of the Board of Directors of the Corporation in office at any regular or special meeting of Directors. Any change in these By-Laws shall take effect when adopted unless otherwise provided in the resolution effecting the change. See Section 2.03,B (relating to notice of action by Shareholders on By-Laws).

Effective January 15, 1998

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EX-3.4.49

Exhibit 3.4.49

BY-LAWS

OF

WHITE DEER RUN, INC.

(a Pennsylvania Corporation)

ARTICLE I

Offices and Fiscal Year

Section 1.01. Registered Office. The registered office of the Corporation in Pennsylvania shall be 517 Brook Drive, Lewisburg, Pennsylvania 17701, until otherwise established by an amendment of the Articles or by the Board of Directors and a record of such change is filed with the Department of State in the manner provided by law.

Section 1.02. Other Offices. The Corporation may also have offices at such other places within or without Pennsylvania as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Section 1.03. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of January of each year.

ARTICLE II

Notice - Waivers - Meetings Generally

Section 2.01. Manner of Giving Notice.

A. General Rule. Whenever written notice is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these By-Laws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by telecopier, to the address (or to the telex, TWX, telecopier or telephone number) of the person appearing on the books of the Corporation or, in the case of Directors, supplied by the Director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when

dispatched or, in the case of telecopier, when received. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Business Corporation Law, the Articles or these By-Laws.

B. Adjourned Shareholder Meetings. When a meeting of Shareholders is adjourned, it shall not be necessary to give any notice of adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new record date for the adjourned meeting.

Section 2.02. Notice of Meetings of Board of Directors. Notice of a regular meeting of the Board of Directors need not be given. Notice of every special meeting of the Board of Directors shall be given to each Director by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or telecopier) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five (5) days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in a notice of the meeting.

Section 2.03. Notice of Meetings of Shareholders.

A. General Rule. Written notice of every meeting of the Shareholders shall be given by, or at the direction of, the Secretary to each Shareholder of record entitled to vote at the meeting at least:

(1) Ten (10) days prior to the day named for a meeting called to consider a fundamental transaction under 15 Pa. C.S. Chapter 19; or

(2) Five (5) days prior to the day named for the meeting in any other case.

If the Secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of Shareholders, the notice shall specify the general nature of the business to be transacted.

B. Notice of Action by Shareholders on By-Laws. In the case of a meeting of Shareholders that has as one of its purposes action on the By-Laws, written notice shall be given to each Shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the By-Laws. There shall be included in, or enclosed with, the notice a copy of the proposed amendment or a summary of the changes to be effected thereby.

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Section 2.04. Waiver of Notice.

A. Written Waiver. Whenever any written notice is required to be given under the provisions of the Business Corporation Law, the Articles or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of Shareholders, the waiver of notice shall specify the general nature of the business to be transacted.

B. Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 2.05. Modification of Proposal Contained in Notice. Whenever the language of the proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Business Corporation Law or the Articles or these By-Laws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 2.06. Exception to Requirement of Notice.

A. General Rule. Whenever any notice or communication is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these By-Laws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action and communication with that person is then unlawful, giving of the notice or communication to that person shall not be required.

B. Shareholders Without Forwarding Addresses. Notice or other communications shall not be sent to any Shareholder with whom the Corporation has been unable to communicate for more than 24 consecutive months because communications to the Shareholder are returned unclaimed or the Shareholder has otherwise failed to provide the Corporation with a current address. Whenever the Shareholder provides the Corporation with a current address, the Corporation shall commence sending notices and other communications to the Shareholder in the same manner as to other Shareholders.

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Section 2.07. Use of Conference Telephone and Similar Equipment. One or more persons may participate in a meeting of the Board of Directors or any committee of the Board of Directors or the Shareholders of the Corporation by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE III

Shareholders

Section 3.01. Place of Meeting. All meetings of the Shareholders of the Corporation shall be held at the registered office of the Corporation unless another place is designated by the Board of Directors in the notice of the meeting.

Section 3.02. Annual Meeting. The Board of Directors may fix the date and time of the annual meeting of the Shareholders, but if no such date and time is fixed by the Board the meeting for any calendar year shall be held on the 15th day of January in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding business day at 10:00 o’clock A.M., and at said meeting the Shareholders then entitled to vote shall elect Directors and shall transact such other business as may properly be brought before the meeting. If the annual meeting shall not have been called and held within six (6) months after the designated time, any Shareholder may call the meeting at any time thereafter.

Section 3.03. Special Meetings.

A. Call of Special Meetings. Special meetings of the Shareholders may be called at any time:

(1) By the Board of Directors; or

(2) Unless otherwise provided in the Articles, by Shareholders entitled to cast at least 20% of the votes that all Shareholders are entitled to cast at the particular meeting.

B. Fixing of Time for Meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

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Section 3.04. Quorum and Adjournment.

A. General Rule. A meeting of Shareholders of the Corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence of Shareholders entitled to cast a least majority of the votes that all Shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. Shares of the Corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the Board of Directors of this Corporation, as such, shall not be counted its determining the total number of outstanding shares for quorum purposes at any given time.

B. Withdrawal of a Quorum. The Shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

C. Adjournment for Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as provided in the Business Corporation Law, adjourn the meeting to such time and place as they may determine.

D. Adjournments Generally. Any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each as the Shareholders present and entitled to vote shall direct, until the Directors have been elected. Any other regular or special meeting may be adjourned for such period as the Shareholders present and entitled to vote shall direct.

E. Electing Directors at Adjourned Meeting. Those Shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of electing directors.

F. Other Action in Absence of Quorum. Those Shareholders entitled to vote who attend a meeting of Shareholders that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those Shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

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Section 3.05. Action by Shareholders.

A. General Rule. Except as otherwise provided in the Business Corporation Law or the Articles or these By-Laws, or a shareholders agreement in effect among the shareholders entitled to vote thereon, whenever any corporate action is to be taken by vote of the Shareholders of the Corporation, it shall be authorized by a majority of the votes cast at a duly organized meeting of Shareholders by the holders of shares entitled to vote thereon.

B. Interested Shareholders. Any merger or other transaction authorized under 15 Pa. C.S. Subchapter 19C between the Corporation or subsidiary thereof and a Shareholder of this Corporation, or any voluntary liquidation authorized under 15 Pa. C.S. Subchapter 19F in which a Shareholder is treated differently from other Shareholders of the same class (other than any dissenting Shareholders), shall require the affirmative vote of the Shareholders entitled to cast at least a majority of the votes that all Shareholders other than the interested Shareholder are entitled to cast with respect to the transaction, without counting the vote of the interested Shareholder. For the purposes of the preceding sentence, “interested Shareholder” shall include the Shareholder who is a party to the transaction or who is treated differently from other Shareholders and any person, or group of persons, that is acting jointly or in concert with the interested Shareholder and any person who, directly or indirectly, controls, is controlled by or is under common control with the interested Shareholder. An interested Shareholder shall not include any person who, in good faith and not for the purpose of circumventing this subsection, is an agent, bank, broker, nominee or trustee for one or more other persons, to the extent that the other person or persons are not interested Shareholders.

C. Exceptions. Subsection B shall not apply to a transaction:

(1) That has been approved by a majority vote of the Board of Directors without counting the vote of Directors who:

(i) are Directors or Officers of, or have a material equity interest in, the interested Shareholder; or

(ii) were nominated for election as a Director by the interested Shareholder, and first elected as a Director, within twenty-four (24) months of the date of the vote on the proposed transaction; or

(2) in which the consideration to be received by the Shareholders for shares of any class of which shares are owned by the interested Shareholder is not less than the highest amount paid by the interested Shareholder in acquiring shares of the same class.

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D. Additional Approvals. The approvals required by subsection B shall be in addition to, and not in lieu of, any other approval required by the Business Corporation Law, the Articles or these By-Laws or otherwise.

Section 3.06. Organization. At every meeting of the Shareholders, the President or, in the case of vacancy in office or absence of the President, one of the following officers present in the order stated: the Vice Presidents in their order of rank and seniority, or a person chosen by vote of the Shareholders present, shall act as Chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Chairman of the meeting, shall act as Secretary.

Section 3.07. Voting Rights of Shareholders. Unless otherwise provided in the Articles, every Shareholder of the Corporation shall be entitled to one vote for every share outstanding in the name of the Shareholder on the books of the Corporation.

Section 3.08. Voting and Other Action by Proxy.

A. General Rule.

(1) Every Shareholder entitled to vote at a meeting of Shareholders or to express consent or dissent to Corporate action in writing without a meeting may authorize another person to act for the Shareholder by proxy.

(2) The presence of, or vote or other action at a meeting of Shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a Shareholder shall constitute the presence of, or vote or action by, or written consent or dissent of the Shareholder.

(3) Where two or more proxies of a Shareholder are present, the Corporation shall, unless, otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

B. Minimum Requirements. Every proxy shall be executed in writing by the Shareholder or by the duly authorized attorney-in-fact of the Shareholder and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to

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the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation. An unrevoked proxy shall not be valid after three (3) years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the Corporation.

C. Expenses. Unless otherwise restricted in the Articles, the Corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of Shareholders by or on behalf of the Board of Directors or its nominees for election to the Board, including solicitation by professional proxy solicitors or otherwise.

Section 3.09. Voting by Fiduciaries and Pledgees. Shares of the Corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A Shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in the section shall affect the validity of a proxy given to a pledgee or nominee.

Section 3.10. Voting by Joint Holders of Shares.

A. General Rule. Where shares of the Corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise:

(1) If only one or more of such persons is present in person or by proxy, all of the shares standing in the names of such persons shall be deemed to be represented for the purpose of determining a quorum and the Corporation shall accept as the vote of all the shares the vote cast by a joint owner or a majority of them; and

(2) If the persons are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among the persons without prejudice to the rights of the joint owners or the beneficial owners thereof among themselves.

B. Exception. If there has been filed with the Secretary of the Corporation a copy, certified by an attorney at law to be correct, of the relevant portions of the agreement under which the shares are held or the instrument by which the trust or estate was created or the order of the court appointing them or of an order of court directing the voting of the shares, the persons specified as having such voting power in the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only in accordance therewith.

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Section 3.11. Voting by Corporations.

A. Voting by Corporate Shareholders. Any corporation that is a Shareholder of this Corporation may vote by any of its officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the Board of Directors of the other corporation or a provision of its Articles or By-Laws, a copy of which resolution or provision certified to be correct by one of its officers has been filed with the Secretary of this Corporation, is appointed its general or special proxy in which case that person shall be entitled to vote the shares.

B. Controlled Shares. Shares of this Corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the Board of Directors of this Corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time.

Section 3.12. Determination of Shareholders of Record.

A. Fixing Record Date. The Board of Directors may fix a time prior to the date of any meeting of Shareholders as a record date for the determination of the Shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting of Shareholders. Only Shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection. The Board of Directors may similarly fix a record date for the determination of Shareholders of record for any other purpose. When a determination of Shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

B. Determination When A Record Date is Not Fixed. If a record date is not fixed:

(1) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

(2) The record date for determining Shareholders entitled to express consent or dissent to corporate action in writing without a

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meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation.

(3) The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 3.13. Voting lists.

A. General rule. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at any meeting of Shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting for the purposes thereof.

B. Effect of list. Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any Shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the Shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of Shareholders.

Section 3.14. Judges of Election.

A. Appointment. In advance of any meeting of Shareholders of the Corporation, the Board of Directors may appoint judges of election, who need not be Shareholders, to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting may, and on the request of any Shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for office to be filled at the meeting shall not act as a judge.

B. Vacancies. In case any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

C. Duties. The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection

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with the right to vote, count and tabulate all votes, determine the result and such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act of certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

D. Report. On request of the presiding officer of the meeting, or of any Shareholder, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.

Section 3.15. Consent of Shareholders in Lieu of Meeting.

A. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Shareholders or of a class of Shareholders may be taken without a meeting, if prior or subsequent to the action, a consent or consents thereto by all of the Shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Corporation.

B. Partial Written Consent. Any action required or permitted to be taken at a meeting of the Shareholders or of a class of Shareholders may be taken without a meeting upon the written consent of Shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. The action shall not become effective until after at least ten (10) days’ written notice of the action has been given to each Shareholder entitled to vote thereon who has not consented thereto.

Section 3.16. Minors as Security Holders. The Corporation may treat a minor who holds shares or obligations of the Corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments or distributions, to vote or express consent or dissent and to make elections and exercise rights relating to such shares or obligations unless, in the case of payments or distributions on shares, the corporate officer responsible for maintaining the list of Shareholders or the transfer agent of the Corporation or, in the case of payments or distributions on obligations, the Treasurer or paying officer or agent has received written notice that the holder is a minor.

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ARTICLE IV

Board of Directors

Section 4.01. Powers; Personal Liability.

A. General Rule. Unless otherwise provided by statute, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

B. Standard of Care: Justifiable Reliance. A Director shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.

(2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.

(3) A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

C. Consideration of Factors. In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection B.

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D. Presumption. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

E. Personal Liability of Directors.

(1) A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:

(i) the Director has breached or failed to perform the duties of his or her office under this section; and

(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(2) The provisions of paragraph (1) shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a Director for the payment of taxes pursuant to Local, State or Federal law:

F. Notation of Dissent. A Director who is present at a meeting of the Board of Directors, or of a committee of the Board at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action. Nothing in this section shall bar a Director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of such minutes, the Director notifies the Secretary, in writing, of the asserted omission or inaccuracy.

Section 4.02. Qualifications and Selection of Directors.

A. Qualifications. Each Director of the Corporation shall be a natural person of full age who need not be a resident of Pennsylvania or a Shareholder of the Corporation.

B. Election of Directors. Except as otherwise provided in these By-Laws, Directors of the Corporation shall be elected by the Shareholders. In elections for Directors, voting need not be by ballot, except upon demand made by a Shareholder entitled to vote at the election and before the voting begins. The candidates receiving the

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highest number of votes from each class or group of classes, if any, entitled to elect Directors separately up to the number of Directors to be elected by the class or group of classes shall be elected. If at any meeting of Shareholders, Directors of more than one class are to be elected, each class of Directors shall be elected in a separate election.

C. Cumulative Voting. Unless the articles provide for straight voting, in each election of Directors every Shareholder entitled to vote shall have the right to multiply the number of votes to which the Shareholder may be entitled by the total number of Directors to be elected in the same election by the holders of the class or classes of shares of which his or her shares are a part and the Shareholder may cast the whole number of his or her votes for one candidate or may distribute them among two or more candidates.

Section 4.03. Number and Term of Office.

A. Number. So long as the number of Shareholders of this Corporation are two or fewer, the Board of Directors shall consist of two persons. At such time as the number of Shareholders is 3 or more, the Board of Directors shall consist of such number of Directors, not less than 3 nor more than 7, as may be determined from time to time by resolution of the Board of Directors.

B. Term of Office. Each Director shall hold office until the expiration of the term for which he or she was elected and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. A decrease in the number of Directors shall not have the effect of shortening the term of any incumbent Director.

C. Resignation. Any Director may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4.04. Vacancies.

A. General Rule. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board though less than a quorum, or by a sole remaining Director, and each person so selected shall be a Director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

B. Action by Resigned Directors. When one or more Directors resign from the Board effective at a future date, the Directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

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Section 4.05. Removal of Directors.

A. Removal by the Shareholders. The entire Board of Directors, or any class of the Board, or any individual Director may be removed from office without assigning any cause by the vote of Shareholders, or of the holders of a class or series of shares, entitled to elect Directors, or the class of Directors. In case the Board or a class of the Board or any one or more Directors are so removed, new Directors may be elected at the same meeting. The Board of Directors may be removed at any time with or without cause by the unanimous vote or consent of Shareholders entitled to vote thereon.

B. Removal by the Board. The Board of Directors may declare vacant the office of a Director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one (1) year or if, within sixty (60) days after notice of his or her election, the Director does not accept the office either in writing or by attending a meeting of the Board of Directors.

C. Removal of Directors by Cumulative Voting. An individual Director shall not be removed (unless the entire Board or class of the Board is removed) if sufficient votes are cast against the resolution for his or her removal which, if cumulatively voted at an annual or the regular election of Directors, would be sufficient to elect one or more Directors to the Board or to the class.

Section 4.06. Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting.

Section 4.07. Organization of Meetings. At every meeting of the Board of Directors, the President or, in the case of a vacancy in the office or absence of the President, one of the following officers present in the order stated: the Vice Presidents in their order of rank and seniority, or a person chosen by a majority of the Directors present, shall act as Chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or, in the absence of the Secretary and the Assistant Secretaries, any person appointed by the Chairman of the meeting, shall act as Secretary.

Section 4.08. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time end place as shall be designated from time to time by resolution of the Board of Directors.

Section 4.09. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by any Director.

Section 4.10. Quorum of an Action by Directors.

A. General Rule. A majority of the Directors in office of the Corporation

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shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors.

B. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereof by all of the Directors in office is filed with the Secretary of the Corporation.

Section 4.11. Executive and other Committees.

A. Establishment and Powers. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Any committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority as to the following:

(1) The submission to Shareholders of any action requiring approval of Shareholders under the Business Corporation Law.

(2) The creation or filling of vacancies in the Board of Directors.

(3) The adoption, amendment or repeal of these By-Laws.

(4) The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board.

(5) Action on matters committed by a resolution of the Board of Directors to another committee of the Board.

B. Alternate Committee Members. The Board may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member.

C. Term. Each committee of the Board shall serve at the pleasure of the Board.

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D. Committee Procedures. The term “Board of Directors” or “Board”, when used in any provision of these By-Laws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be construed to include and refer to any executive or other committee of the Board.

Section 4.12. Compensation. The Board of Directors shall have the authority to fix the compensation of Directors for their services as Directors and a Director may be a salaried officer of the Corporation.

ARTICLE V

Officers

5.01. Officers Generally.

A. Number, Qualification, and Designation. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers, if any, as may be elected or appointed in accordance with the provisions of Section 5.03. Officers may but need not be Directors or Shareholders of the Corporation. The President and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person shall be of full age. Any number of offices may be held by the same persons.

B. Resignations. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.

C. Bonding. The Corporation may secure the fidelity of any or all of its officers by bond or otherwise.

D. Standard of Care. Except as otherwise provided in the Articles, an officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his or her duties shall not be liable by reason of having been an officer of the Corporation.

Section 5.02. Election and Term of Office. The officers of the Corporation, except those elected or appointed by delegated authority pursuant to Section 5.03, shall be elected annually by the Board of Directors, and each such officer shall hold office for a term of one (1) year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

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Section 5.03. Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect or appoint such other officers and such committees, employees or other agents as the business of the Corporation may require, including one or more Assistant Secretaries, one or more Assistant Treasurers, and a Chief Executive Officer, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 5.04. Removal of Officers and Agents. Any officer or agent of the Corporation may be removed by the Board of Directors with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.03, as the case may be, and if the office is one for which these By-Laws prescribe a term, shall be filled for the unexpired portion of the term.

Section 5.06. Authority. All officers of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided by or pursuant to resolutions or orders of the Board of Directors or in the absence of controlling provisions in the resolutions or orders of the Board of Directors, as may be determined by or pursuant to these By-Laws.

Section 5.07. The President. The President shall have general supervision over the business and operations of the Corporation and, unless the Board of Directors shall have appointed another person to serve as Chief Executive Officer of the Corporation, shall be the chief executive officer of the Corporation, subject however, to the control of the Board of Directors. The President shall have the authority to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned by the Board of Directors. The President shall preside at all meetings of the Shareholders and of the Board of Directors.

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Section 5.08. Vice-Presidents. Each Vice-President, if any, shall perform such duties as may be assigned to him or her by the Board of Directors or the President. In the absence or disability of the President, the most senior in rank of the Vice-Presidents, if any, shall perform the duties of the President.

Section 5.09. The Secretary. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all the votes of the Shareholders and of the Directors and the minutes of the meetings of the Shareholders and of the Board of Directors and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and recorded and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President.

Section 5.10. Assistant Secretary. The Assistant Secretary, if any, or Assistant Secretaries, if more than one, shall perform the duties of the Secretary in his or her absence and shall perform such other duties as the Board of Directors, the President or the Secretary shall from time to time designate.

Section 5.11. The Treasurer. The Treasurer shall have or provide for the custody of the funds or other property of the Corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as Treasurer and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.

Section 5.12. Assistant Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in his or her absence and shall perform such other duties as the Board of Directors, the President or the Treasurer may from time to time designate.

Section 5.13. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer to serve as the chief executive officer of the Corporation, who shall be an employee of the Corporation but need not be a Director or Shareholder of the Corporation. The Chief Executive Officer, if any, shall report to the President of the Corporation and shall serve for such period as the Board of Directors may from time to time determine and shall have such authority and perform such duties

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as are incident to the office of Chief Executive Officer as the Board of Directors may from time to time determine and such other duties as may be from time to time assigned by the President or the Board of Directors. The Chief Executive Officer, if any, shall have the authority to sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation or as otherwise may be expressly limited by the Board of Directors.

Section 5.14. Salaries. The salaries of the officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such officer as may be designated by resolution of the Board. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the officer or committee to which the power to elect such officer or to retain or appoint such employees or other agents has been delegated pursuant to Section 5.03. No officer shall be prevented from receiving such salary or their compensation by reason of the fact that the officer is also a Director of the Corporation.

ARTICLE VI

Certificates of Stock, Transfer, Etc.

Section 6.01. Share Certificates. Certificates for shares of the Corporation shall be in such form as approved by the Board of Directors, and shall state that the Corporation is incorporated under the laws of Pennsylvania, the name of the person to whom issued, and the number and class of shares and the designation of the series (if any) that the certificate represents. The share register or transfer books and blank share certificates shall be kept by the Secretary or by any transfer agent or registrar designated by the Board of Directors for that purpose.

Section 6.02. Issuance. The share certificates of the Corporation shall be numbered and registered in the share register or transfer books of the Corporation as they are issued. They shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall bear the corporate seal, which may be a facsimile, engraved or printed; but where such certificate is signed by a transfer agent or a registrar the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this Section 6.02 shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

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Section 6.03. Transfer. Transfers of shares shall be made on the share register or transfer books of the Corporation upon surrender of the certificate therefor, endorsed by the persons named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made inconsistent with the provisions of the Uniform Commercial Code, 13 Pa. C.S. §§ 8101 eq seq., and its amendments and supplements.

Section 6.04. Record Holder of Shares. The Corporation shall be entitled to treat the person in whose name any share or shares of the Corporation stand on the books of the Corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person.

Section 6.05. Lost, Destroyed or Mutilated Certificates. The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Board of Directors shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct.

ARTICLE VII

Indemnification of Directors, Officers

and Other Authorized Representatives

Section 7.01. Scope of Indemnification.

A. General Rule. The Corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

(1) where such indemnification is expressly prohibited by applicable law;

(2) where the conduct of the indemnified representative has been finally determined:

(i) to constitute willful misconduct or recklessness within the meaning of 15 Pa. C.S. § 513(b) or §1746(b) or 42 Pa. C. S. §

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8365(b) or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

(ii) to be based upon or attributable to the receipt by the indemnified representative from the Corporation of a personal benefit to which the indemnified representative is not legally entitled; or

(3) to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

B. Partial Payment. If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

C. Presumption. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.

D. Definitions. For purposes of this Article:

(1) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, employee or agent of the Corporation, or, at the request of the Corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise;

(2) “Indemnified Representative” means any and all directors and officers of the Corporation and any other person designated as an indemnified representative by the Board of Directors of the Corporation (which may, but need not, include any person serving at the request of the Corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

(3) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan or cost or expense, of any nature (including, without limitation, attorneys’ fees and disbursements); and

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(4) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Corporation, a class of its security holders or otherwise.

Section 7.02. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article, the Corporation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors in office. This section does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.

Section 7.03. Advancing Expenses. The Corporation shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 7.01 or the initiation of or participation in which is authorized pursuant to Section 7.02 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

Section 7.04. Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate. Absent fraud, the determination of the Board of Directors with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and directors and shall not be subject to voidability.

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Section 7.05. Payment of Indemnification. An indemnified representative shall be entitled to indemnification within thirty (30) days after a written request for indemnification has been delivered to the Secretary of the Corporation.

Section 7.06. Enforcement of Right to Indemnification.

A. Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof.

B. Expenses. The Corporation shall reimburse an indemnified representative for the expenses (including attorneys’ fees and disbursements) incurred in successfully prosecuting or defending any action relating to the right to indemnification, contribution or advancement of expenses as provided under this Article.

Section 7.07. Contribution. If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.

Section 7.08. Mandatory Indemnification of Directors, Officers, etc. To the extent that an authorized representative of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 Pa. C.S. §§ 1741 or 1742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

Section 7.09. Contract Rights, Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

Section 7.10. Scope of Article. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect to matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

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Section 7.11. Reliance on Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article.

Section 7.12. Interpretation. The provisions of this Article are intended to constitute By-Laws authorized by 15 Pa. C.S. §§ 513 and 1746 and 42 Pa. C.S. § 8365.

ARTICLE VIII

Miscellaneous

Section 8.01. Corporate Seal. The Corporation shall have a corporate seal in the form of a circle containing the name of the Corporation, the year of incorporation and such other details as may be approved by the Board of Directors. A facsimile seal may in all events be used in lieu of the corporate seal.

Section 8.02. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors or any person authorized by resolution of the Board of Directors may from time to time designate.

Section 8.03. Contracts.

A. General Rule. Except as otherwise provided by these By-Laws or in the Business Corporation Law in the case of transactions that require action by the Shareholders, the Board of Directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

B. Statutory Form of Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract or other document, or any assignment or endorsement thereof, executed or entered into between the Corporation and any other persons, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the President or Vice President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the Corporation, shall be held to have been properly executed for and in behalf of the Corporation, without prejudice to the rights of the Corporation against any person who shall have executed the instrument in excess of his or her actual authority.

Section 8.04. Interested Directors or Officers; Quorum.

A. General Rule. A contract or transaction between the Corporation and one or more of its Directors or officers or between the Corporation and another corporation, partnership, joint venture, trust or other enterprise in which one or more of its Directors or officers are directors or officers or have a financial or other interest, shall

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not be void or voidable solely for that reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors that authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if:

(1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum;

(2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those Shareholders; or

(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or the Shareholders.

B. Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in subsection A.

Section 8.05. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees of the Board of Directors shall from time to time determine.

Section 8.06. Corporate Records.

A. Required Records. The Corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, Shareholders and Directors and a share register giving the names and addresses of all Shareholders and the number and class of shares held by each. The share register shall be kept at either the registered office of the Corporation in Pennsylvania or at its principal place of business wherever situated or at the office of its registrar or transfer agent. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.

B. Right of Inspection. Every Shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent, or

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attorney, during the usual hours for business for any proper purpose, the share register, books and records of account, and records of the proceedings of the incorporators, Shareholders and Directors and to make copies or extract therefrom. A proper purpose shall mean a purpose reasonably related to the interest of the person as a Shareholder. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the Shareholder. The demand shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business wherever situated.

Section 8.07. Financial Reports. Unless otherwise agreed between the Corporation and a Shareholder, the Corporation shall furnish to its Shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and a statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries. The financial statements shall be mailed by the Corporation to each of its Shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon written request, shall be mailed by the Corporation to any Shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not previously been mailed. Statements that are audited or reviewed by a public accountant shall be accompanied by the report of accountant; in other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation:

(1) Stating his reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not, describing the basis of presentation.

(2) Describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

Section 8.08. Amendment of By-Laws. These By-Laws may be amended or repealed, or new By-Laws may be adopted, either (i) by vote of the Shareholders at any duly organized annual or special meeting of Shareholders, or (ii) with respect to those matters that are not by statute committed expressly to the Shareholders and regardless of whether the Shareholders have previously adopted or approved the By-Law being amended or repealed, by vote of a majority of the Board of Directors of the Corporation in office at any regular or special meeting of Directors. Any change in these By-Laws shall take effect when adopted unless otherwise provided in the resolution effecting the change. See Section 2.03.B (relating to notice of action by Shareholders on By-Laws).

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EX-3.4.50

Exhibit 3.4.50

BY-LAWS

OF

WICHITA TREATMENT CENTER, INC.

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II – MEETING OF SHAREHOLDERS

Section l – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of Kansas (“Corporation Law”).

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

By-Laws - 1

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be             (    ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

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(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

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Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

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ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

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Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V – SHARES OF STOCK

Section 1 – Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI – DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

AR’ITCLE VII – FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

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ARTICLE VIII – CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Secretary certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: February 8, 1993
	/s/ Patricia A. Lewin
	Patricia A. Lewin
	Corporate Secretary

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EX-3.4.51

Exhibit 3.4.51

BYLAWS OF

WILLIAMSON TREATMENT CENTER, INC.

ARTICLE I. OFFICES

The principal office of the corporation shall be c/o National Specialty Clinics, Inc., 618 Church Street, Suite 510, Nashville, Tennessee 37219, or such other office as the Board of Directors may designate.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. There shall be an annual meeting of the shareholders at noon on the first Monday in the month of December of each year or at such other time and date as agreed to by the shareholders.

Section 2. Special Meeting. Special meetings of the shareholders for any purpose or purposes may be called by the President, Vice-President, Secretary or Treasurer or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least thirty five percent (35%) of the number of voting shares of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid. A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5. Informal Action by Shareholder. Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Sixty percent (60%) of the outstanding voting shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 8. Cumulative Voting for Directors. At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principal among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties and Number of Directors. The business, property and affairs of the corporation shall be managed and controlled by a Board of Directors of not less than one (1) nor more than five (5) members.

Section 2. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or qualified. Directors need not be residents of the State of West Virginia nor shareholders of the corporation.

Section 3. Quorum. A majority of the number of directors fixed by Section 1 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting with consent, in writing, setting forth the action and signed by all the directors.

Section 5. Removal of Directors. At a meeting called expressly for that purpose directors may be removed as herein provided: The entire Board of Directors may be removed with or without cause by a vote of the holders of seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

If less than the entire Board is to be removed, none of the directors may be removed if the votes cast against a director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

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ARTICLE IV. MEETING OF BOARD OF DIRECTORS

Section 1. Regular Meeting. There shall be a regular meeting of the Board of Directors immediately following and at the same place as the annual shareholders’ meeting. No notice other than this bylaw need be given for such meeting.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by the Secretary when requested in writing by a majority of the directors. Members of the Board of Directors may participate in a special meeting of such Board by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear and speak to each other simultaneously; such participation shall constitute the presence in person at such meeting.

Section 3. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to have been delivered at the time deposited in the United States mail so addressed with postage thereon prepaid. Any director may, before or after such meeting, waive notice and such waiver will obviate the necessity of any notice. The attendance of a director at a meeting shall be deemed a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting because the meeting was not lawfully called.

Section 4. Compensation of Directors. By resolution of the Board of Directors, each director may be paid their expenses, if any, of attendance at each meeting of the Board of Directors but may not be paid a stated salary as director, a fixed sum for attendance at each meeting, or both.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Board of Directors may elect from their own body a President and either from their own body or otherwise, a Vice-President, Secretary and Treasurer. Such other officers, agents or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. There shall be no requirements for any officers other than President and Secretary. Any two or more offices may be held by the same person except those of President and Secretary.

Section 2. Compensation of Officers and Agents. The Board of Directors shall have the power to fix the salaries and compensation of all officers, assistant officers and agents whether or not such officers, assistant officers or agents be directors. The Board of Directors may enter into written employment agreements with such officers.

Section 3. Election and Term of Office. The election of the officers of the corporation shall be held at the annual regular election of the Board of Directors. An officer shall hold office until their successor shall have been duly elected or until death or until resignation or shall have been removed by the Board of Directors.

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ARTICLE VI. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Board of Directors and the shareholders and shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President may sign and acknowledge any and all instruments requiring the signature and acknowledgment of the corporation and may affix the corporate seal.

Section 2. Vice-President. In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may sign with the Secretary certificates for shares of the corporation; and shall perform such other duties as shall be assigned from time to time by the President or the Board of Directors.

Section 3. Secretary. The Secretary shall keep the records, books and papers of the corporation and shall attend and keep correct minutes of meetings of the Board of Directors and the shareholders and shall see that all notices are duly given in accordance with provisions of the bylaws or as required by law. The Secretary shall keep a register of the mailing addresses of each shareholder when furnished with such address by the shareholder, and shall have general charge of the stock transfer books of the corporation; the Secretary shall perform such other duties as the Board of Directors or the President may from time to time require.

Section 4. Treasurer. The Treasurer shall have exclusive charge of all money of the corporation; shall receive and receipt for, in the name of the corporation, all monies due and payable to the corporation and deposit the same to the credit of the corporation in some bank of deposit and shall audit for payment, subject to the order of the Board of Directors, all bills, vouchers and accounts.

Section 5. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that they also serve as a director of the corporation and receive compensation as a director.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in the form determined by the Board of Directors. Such certificates shall be signed by the President or the Secretary.

Section 2. Lost or Destroyed Certificates. In the event that a certificate for shares should become lost or destroyed, the owner (as shown on the stock transfer book of the

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corporation) may file an affidavit with the Board of Directors setting forth the circumstances of such loss or destruction. Thereupon the Board of Directors may cause a new certificate to be issued to such owner in lieu of the lost or destroyed certificate. The Board of Directors, in their discretion, may require such owner to post a security bond with sufficient surety and publish notice of the loss or destruction of such certificate or certificates as set forth by the statutes of the State of West Virginia.

Section 3. Transfer of Shares of Stock. Shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender and cancellation of certificates of a like number of shares.

ARTICLE VIII. CORPORATE SEAL

Section 1. The Board of Directors may adopt a seal, an impression of which shall be made in the minutes at the time of its adoption and such seal shall be the corporate seal of the corporation.

ARTICLE IX. NOTICE

Whenever any notice is required to be given to any shareholder or any director of the corporation, under the provisions of these bylaws or under the provisions of the statutes of the State of West Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the timely giving of such notices.

ARTICLE X. AMENDMENT

These bylaws may not be altered, amended, repealed or added to except by vote of seventy-five percent (75%) of the shareholders.

Approved By:

/s/ David R. Gnass

David R. Gnass, Director

/s/ Patty Chadwick

Patty Chadwick, Director

Dated: [Illegible]

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EX-3.4.52

Exhibit 3.4.52

WILMINGTON TREATMENT CENTER, INC.

* * * * * *

BY-LAWS

* * * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in the City of Fairfax, Virginia.

Section 2. The corporation may also have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Great Falls, Commonwealth of Virginia, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1986, shall be held on the 1st day of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the date, time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the Commonwealth of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the chairman of the board of directors, the president, or the board of directors.

Section 3. Written or printed notice of a special meeting stating the date, time and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Notice of a shareholders’ meeting to act on an amendment of the articles of incorporation; on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five nor more than twenty-five nor more than sixty days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger, or share exchange, or plan of proposed sale of assets.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF SHARES

Section 1. A majority of the votes entitled to be cast on a matter by the voting group constitutes a quorum of that voting group for action on that matter except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be

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present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless the vote of a greater number of affirmative votes is required by law or the articles of incorporation.

Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the articles of incorporation or law provides otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be not less than two (2) nor more than seven (7). The number of directors may be fixed or changed within the minimum or maximum by the shareholders or by the board of directors, unless shares have been issued in which case only the shareholders may change the range or switch to a fixed size board. Directors need not be residents of the Commonwealth of Virginia nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

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Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of the directors remaining in office.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the Commonwealth of Virginia, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the Commonwealth of Virginia.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

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Section 4. Special meetings of the board of directors may be called by the president on five (5) business days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by each director entitled to vote with respect to the subject matter thereof and included in the minutes or filed with the corporate records reflecting the action taken.

ARTICLE VII

COMMITTEES OF DIRECTORS

Section 1. A majority of the number of directors fixed by the bylaws or otherwise, may create one or more committees and appoint members of the board to serve on the committee or committees. To the extent provided by the board of directors or articles of incorporation, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Each committee shall have two or more members who serve at the pleasure of the board of directors.

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Each committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president and one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

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Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation

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and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the

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corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

In addition to the above officers, the treasurer or an assistant treasurer may sign in lieu of the secretary or an assistant secretary.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of each certificate, or each certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue different series within a class, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificates shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

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LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or uncertified security to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate or uncertificated security, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for the determination of shareholders, such date in any case to be not more than seventy days. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

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REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged by voting group and within each voting group by class or series of shares, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal business office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in money or other property subject to any provisions of the articles of incorporation.

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Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Virginia”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

INDEMNIFICATION

Section 6. The Corporation shall indemnify and advance expenses to any person made a party to any proceeding by reason of service to the Corporation to the fullest extent allowed under the laws of the Commonwealth of Virginia.

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The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person, who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his position, whether or not the Corporation would have the power to indemnify him against the liability under the provisions of this section.

Any indemnification of, or advance of expenses to a director, if arising out of an action, suit or proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserve this power to the shareholders.

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EX-3.5

Exhibit 3.5

PARTNERSHIP AGREEMENT

OF

CALIFORNIA TREATMENT SERVICES

a California partnership

This Partnership Agreement (hereinafter referred to as “Agreement”) is entered into and effective as of December 27, 1988, by and between California Treatment Services (B), Inc. a California corporation (hereinafter referred to as “B”), California Treatment Services (J), Inc. a California corporation (hereinafter referred to as “J”), P.A.S. Defined Benefit Pension Plan, (hereinafter referred to as “P.A.S.”), and Joyce Howerton Revocable Trust No. 1, (hereinafter referred to as “J.H.R.T. No. 1”) hereinafter collectively referred to as “Partners”.

1. New Partnership. The Partners desire to form a general partnership pursuant to Chapter 1 of Title 2 of the California Corporations Code upon the terms, agreements and conditions hereinafter set forth.

2. Name of Partnership. The name of the Partnership shall be “California Treatment Services.” The Partnership shall record with the office of the Recorder of the County of San Diego and with such other and further Counties in which the Partnership shall engage in any business activity, a Statement of Partnership, setting forth the names of the Partners, and stating that the signatures of B and J are required to bind the Partnership and to convey any Partnership property, real or personal. The Partnership shall sign and cause to be filed in any County deemed necessary for the furtherance of the Partnership’s activities, an appropriate Fictitious Business Name Statement.

3. Place of Business. The Partnership’s principal place of business shall be 1665 East Fourth Street, Suite 211, Santa Ana, California 92701. Such principal place of business may be changed from time to time, and such other and further place of business may be established with actions taken in accordance with the provisions of this Agreement that govern management of the Partnership’s business affairs.

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4. Term of Partnership. The Partnership shall commence as of the date of this Agreement and shall continue until this Agreement is dissolved as provided herein.

5. Purpose of Partnership. The purpose of the Partnership is to engage in the business of owning and operating clinics (hereinafter referred to as “clinic”) providing alcohol and drug rehabilitation treatment and ancillary medical services in the County of San Diego.

6. Capital Contributions.

(a) Initial Contributions. Each Partner’s initial capital contribution shall consist of the assets listed in Exhibit A attached hereto and incorporated herein by this reference. Concurrent with the execution of this Agreement, the Partners shall convey such assets to the Partnership.

(b) Withdrawal of Contributions. Except as otherwise herein provided, no portion of the Partnership capital may be withdrawn by a Partner at any time without the written consent of the other Partners.

(c) Interest on Contributions. No Partner shall be entitled to interest on its contribution to the capital of the Partnership.

(d) Allocation of Partnership Interests. Each of the Partners herein is hereby allocated the following respective interests in the Partnership (hereinafter referred to as “Partnership Interest”);

Partner	Interest
B	49%
J	49%
P.A.S.	1%
J.H.R.T. No. 1	l%

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7. Additional Capital Contributions.

(a) It is anticipated that the business of the Partnership, and the development of the business opportunities selected by the Partnership, may require additional capital contributions by the Partners. Unless otherwise agreed to, said additional capital contributions as required, shall be made in cash and at such time and in such amounts as is agreed by all of the Partners. No Partner shall be allowed to make an additional capital contribution without the written consent of the other Partners.

(b) If the Partners agree to unequal capital contributions, their respective Partnership Interests shall be adjusted to reflect each Partner’s different level of investment in the Partnership; provided, however, that to the extent that such additional capital contributions are linked to concurrent increases in Partnership liabilities, each partner’s Partnership Interest may be increased to reflect this assumption of liabilities.

8. Profits and Losses. The net profits and net losses of the Partnership, and for tax purposes each item of income, gain, loss, deduction or credit, shall be allocated to the Partners in proportion to their respective Partnership Interests. As used herein “net profits” and “net losses” shall be computed in accordance with the same method of accounting consistently applied, and on the same basis as that used, in the preparation of the Partnership’s information tax return for Federal income tax purposes.

9. Partnership Accounting.

(a) Accounting Method. The Partnership shall keep its accounting records and shall report its income for income tax purposes on a calendar year basis and according to the cash method of accounting. The accounting for Partnership purposes shall be in accordance with generally accepted accounting principles applied in a consistent manner.

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(b) Books and Records. The accounting and other records of the Partnership shall be maintained at the principal place of business of the Partnership or at such other place as may be designated in writing by the Partners, and shall be available for inspection by the Partners at all reasonable times during normal business hours.

(c) Capital Accounts. An individual capital account shall be maintained for each Partner. Each Partner’s capital account shall consist of its capital contributions increased by its share of Partnership profits, decreased by any distributions to such Partner, and decreased further by its share of Partnership losses. A debit balance in a Partner’s capital account, whether by virtue of withdrawals in excess of its respective share of Partnership profits or by charging such Partner for its share of Partnership losses, shall constitute an obligation of such Partner to the Partnership.

(d) Financial Statements. A balance sheet of the Partnership at the end of each fiscal year, together with a statement of earnings for the twelve (12) months then ended, shall be prepared by the Partners or by the Partnership’s independent public accountants at the end of each fiscal year, and copies thereof,. together with copies of the proposed federal and California informational tax returns for the partnership for such year, shall be furnished to each Partner within a reasonable time following the end of each such year.

10. Bank Accounts. All funds of the Partnership shall be deposited in the name of the Partnership in an account in such bank as shall be determined by the Partners, and all withdrawals or disbursements from said account shall be made by check drawn in the Partnership’s name upon such account and signed on behalf of the Partnership by any Partner subject to the restrictions contained in Paragraph 11(c) of this Agreement.

11. Duties and Management.

(a) Duties. In accordance with the provisions of this Agreement, the Partners

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shall devote such time to the Partnership as shall be necessary to conduct the Partnership’s business and to operate and manage the Partnership in a reasonably efficient manner.

(b) Management. No act shall be taken, or sum expended, or obligation incurred by the Partnership within the scope of a major decision as defined below except with the consent of both Partners holding a forty-nine percent (49%) interest in the Partnership. A “major decision” shall be defined as follows:

(1) Acquisition or establishment of any clinic or and interest therein;

(2) Terms and conditions of financing of the Partnership’s operations and acquisitions;

(3) Establishment of or participation in a joint venture or partnership with third parties;

(4) The sale, assignment, hypothecation, encumbrance, pledge, transfer, and/or conveyance, voluntarily or involuntarily, of all or of any portion of any asset of the Partnership;

(5) Incurring any obligations in excess of Thirty Thousand Dollars ($30,000.00) or borrowing money in excess of Thirty Thousand Dollars ($30,000.00) in the name or on the credit of the Partnership;

(6) Determination of whether or not distributions of income or capital should be made to the Partners, when they, should be made, and in what amounts;

(7) Loan any Partnership funds;

(8) Cause the Partnership to become bailee, surety, or endorser for any third person or entity;

(9) Enter into any contract, lease, agreement, or other arrangement on behalf of the Partnership with any party or entity related to or affiliated with any Partner or with respect to which any Partner is affiliated or has an interest in, directly or indirectly;

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(10) Assign the Partnership’s property in trust for the benefit of creditors;

(11) Do any other act which would make it impossible to carry on the ordinary business of the Partnership;

(12) Confess a judgment;

(13) Submit a Partnership claim or liability to arbitration or reference; or

(14) Make distributions of Partnership profits or reimbursements to a Partner.

(c) Each Partner shall have a voice in the management and conduct of the partnership business in proportion to its Partnership interest. No major decision shall be made in contravention of this Agreement without the agreement of both Partners holding a forty-nine percent (49%) interest in the Partnership. Each Partner, on behalf of the partnership, shall have the authority to execute checks up to the amount of $            . Check in excess of $             will require the signature of two Partners.

12. Duties of J and J.H.R.T. No. 1. The duties to be performed primarily by J and J.H.R.T. No. 1 under this Agreement include, but are not limited to, the following:

(a) Aiding the Partnership in the formulation of operating procedures, systems analysis, and financial controls for the clinics operated by the Partnership;

(b) Aiding the Partnership in the regular bookkeeping activities relevant to the operation of said clinics;

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(c) Aiding the Partnership in the preparation of statements and reports on the financial condition of- the institutions operated by the Partnership;

(d) Assisting the Partnership in the preparation of budget statements and other information required to be submitted to government bodies under federal or state legislation relating to maintenance and operation of methadone maintenance or detoxification clinics;

(e) Assisting the Partnership in filing the necessary reports required in order to maintain all licenses and governmental approvals for the services offered by the Partnership;

(f) Consulting with the partnership with respect to the general maintenance and operation of the Partnership’s methadone maintenance and methadone detoxification clinics, and advising the Partnership and preparing proposals regarding changes or expansion of such facilities;

(g) Coordinating with the Partnership’s accountants regarding the preparation of tax returns, annual financial statements and similar documents;

(h) Setting of salaries and fringe benefits of personnel;

(i) Decisions relating to the hiring and firing of personnel and the establishment of salaries and fringe benefits of personnel;

(j) Designing and supervising medical billing and collections;

(k) Maintaining bank records and reconciliation of income and disbursements; and

(1) Designing and maintaining professional methadone records that comply with all federal, state and local laws, inventory of methadone, daily reports and related record keeping in an orderly and professional manner.

13. Duties of B and P.A.S. The duties to be performed primarily by B and P.A.S. under this Agreement include, but are not limited to, the following:

(a) Establishment of salaries and fringe benefits of personnel;

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(b) The making of recommendations to the Partnership relative to the hiring and firing of personnel;

(c) The determination and establishment of staffing patterns for the Partnership;

(d) The establishment, implementation, and maintenance of management and operational policies and procedures;

(e) The purchasing from purveyors and suppliers such supplies and other office goods and services as the Partnership deems appropriate;

(f) Supervision of all licenses and governmental approvals required for the operation of the Partnership are valid and proper;

(g) Supervision of personnel and maintenance procedures to provide patient care;

(h) Supervision of the Partnership’s counseling program;

(i) Maintenance of contact with federal and state agencies responsible for the supervision of methadone maintenance and methadone detoxification programs; and

(j) Establishment and maintenance of adequate procedures to provide security for the protection of methadone located at the Partnership’s place of business.

14. Distribution Surplus Funds. The Partnership shall, from time to time, distribute to the Partners such surplus cash available for distribution as both Partners holding a forty-nine percent (49%) interest in the Partnership shall agree. Distributions shall be to the Partners in proportion to their respective Partnership Interests. Surplus funds shall be deemed available for the purpose of distribution after reasonable provision has been made for operating expenses, contingencies, and amortization of debt, if any.

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15. Indemnity. Each Partner hereby agrees to indemnify and save harmless the Partnership and the other Partners from and against any loss or liability in any way arising out of any breach by such Partner of this Agreement, or of any liability imposed upon the Partnership or the other Partner by reason of any acts of such Partner in violation of the terms hereof, or which are not authorized hereby. In the event that the Partnership is made a party to any obligation or otherwise incurs any losses or expenses as a result of or in connection with personal obligations or liabilities of any Partner unconnected with Partnership business, such Partner shall indemnify and reimburse the Partnership for all such expenses incurred, including attorney’s fees incurred with attorneys of the Partnership’s choice, and the capital account or interest of such Partner in this Partnership may be charged therefor.

16. Restrictions on Transfer. To accomplish the purposes of this agreement, any transfer, sale, assignment, hypothecation, encumbrance or alienation of any Partner’s interest in the Partnership other than according to the terms of this agreement is void and transfers no right, title or interest in or to said shares, or any of them, to the purported transferee, buyer, assignee, or encumbrance holder.

17. Legend on Share Certificates. Each of the corporate Partners agrees that the certificates representing the shares of stock of the Corporation shall have stamped on it in a prominent manner the following legend:

“The transfer, sale, assignment, hypothecation, encumbrance, or alienation of the shares represented by this certificate is restricted by a Partnership Agreement effective May 1st, 1987. A copy of the Partnership Agreement is available for inspection during the normal business hours at 1665 East Fourth Street, Suite 211, Santa Ana, California. All the terms and provisions of the Partnership Agreement, to the extent that such provisions shall deal with the sale, transfer, assignment, hypothecation, encumbrance or alienation of shares, are hereby incorporated by reference and hereby made a part of this certificate.”

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18. Purchase and Sale of Partnership Interests Upon the Death or Disablement of Robert Kahn and Joyce Howerton.

(a) Upon the death of Robert Kahn or upon his total disability, as defined herein, J and J.H.R.T. No. 1 shall purchase, in proportion to their Partnership ownership, and B and P.A.S. shall sell the entirety of their Partnership Interests for the price and upon the terms and conditions specified in this Agreement.

(b) Upon the death of Joyce Howerton or upon her total disability, as defined herein, B and P.A.S. shall purchase, in proportion to their Partnership ownership, and J and J.H.R.T. No. 1 shall sell the entirety of their Partnership interests for the price and upon the terms and conditions specified in this agreement.

19. Purchase of Insurance. In order to assure that all, or a substantial part of the purchase price for the Partnership Interest held by either B and P.A.S. or J and J.H.R.T. No. 1 will be available at the time of the death or disablement of either ROBERT KAHN or JOYCE HOWERTON, the Partnership shall purchase life and disability insurance policies insuring the life and health of both ROBERT KAHN and JOYCE HOWERTON. The amount of each life and disability insurance policies shall be $1,000,000.00. Said disability policies will provide for a maximum disability period of 24 months before the payment of a lump sum payment of $1,000,000.00. The obligation to purchase said policies of insurance shall be dependent on the Partnership’s ability to purchase said policies of insurance at a policy premium not to exceed 125% of the insuring company’s base premium for an insured of either ROBERT KAHN or JOYCE HOWERTON’s age.

20. Beneficiary and Owner of Policies. The Partnership shall be the sole owner of all policies issued subject to this Agreement, subject to the power of the Co-Trustees as provided for

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in this Agreement. So long as this Agreement is in effect, the Partnership agrees that it will maintain such insurance in full force and effect and pay all premiums falling due on all policies issued to it subject to this Agreement.

21. Collection and Payment of Insurance Proceeds. Upon the death of Robert Kahn and/or Joyce Howerton, the shall collect the proceeds of the policy or policies payable to it by reason of Robert Kahn and/or Joyce Howerton’s death and pay the proceeds to B and P.A.S. in the event of Robert Kahn’s death and to J and J.H.R.T. No. 1 in the event of Joyce Howerton’s death as is necessary to purchase the Partnership Interests of B and P.A.S. or J and J.H.R.T. No. 1 at the price determined in Paragraph 27 of this Agreement.

22. Additional or Substituted Insurance. The partnership shall have the right to procure additional policies on the lives of Robert Kahn and Joyce Howerton, and make such policies subject to this Agreement. Such additional policies for this purpose shall be owned by the Partnership and made payable to it. Other policies may be substituted for any policies made subject to this Agreement and any policies subject hereto may be withdrawn upon the written consent of all the parties to this Agreement.

23. Payment of Premiums. The Partnership shall pay as they become due and payable all premiums on the life insurance policies respectively procured by the Partnership pursuant to this Agreement and shall give proof of the payment of such premium to each Partner within twenty (20) days after its due date. If any premium on such policy is not paid by the Partnership within twenty (20) days after its due date, each of the Partners shall have the right to pay such premium and be reimbursed by the Partnership. The insurance company issuing any such policies is authorized and directed to furnish any Partner with any information it may request in writing pertaining to the status of such insurance or insurance policies.

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24. Purchase of Partnership Interests on Total Disability of Robert Kahn or Joyce Howerton. Upon the total disability of Robert Kahn for a period of twenty-four (24) consecutive months, J and J.H.R.T. No. 1 will purchase the entirety of the Partnership interest of B and P.A.S., and upon the total disability of Joyce Howerton for a period of twenty-four (24) consecutive months, B and P.A.S. will purchase the Partnership interest of J and J.H.R.T. No. 1.

25. Purchase Price. The purchase price to be paid for the Partnership interest held by J and J.H.R.T. No. 1 and/or B and P.A.S. in the event of death or disability of Robert Kahn and/or Joyce Howerton shall be determined as set forth in the succeeding paragraphs.

26. Definition of Disability. Disability shall mean the inability of either Joyce Howerton or Robert Kahn to perform his or her normal duties for J or B, respectively, within and for the benefit of the Partnership for the period set forth in Paragraph 24, herein.

In the event the Partnership and the Partners are unable to agree on the existence of disability of Joyce Howerton or Robert Kahn, as defined herein, P.A.S. and B shall designate a physician and J and J.H.R.T. No. 1 shall designate a physician, in the manner provided for herein. In the event P.A.S. and B or J and J.H.R.T. No. 1 wish a determination that Robert Kahn or Joyce Howerton is disabled, as defined herein, P.A.S. and B or J and J.H.R.T. No. 1 shall give written notice of their intent to seek such determination to the Partnership and designate a physician. The remaining Partners shall then have thirty (30) days from receipt of such notice to designate their physician. The two designated physicians shall have thirty (30) days to arrive upon a mutually agreed upon physician who shall make the determination of disability. Such determination of disability shall be made within sixty (60) days of such third physician’s selection. The physician making the determination of disability may employ such other physicians and specialists he or she sees fit in arriving at a determination of disability. Said

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physician’s determination of the existence or non-existence of disability. shall be binding on the Partnership and its Partners for a period of twelve (12) months after said determination. In the event that the physicians selected by the Partners are unable to agree on a third physician within the time period provided for herein, the determination as to disability, as defined herein, shall be determined by arbitration in accordance with Paragraph 42 of this Agreement.

27. Determination of Purchase Price in the Event of Death or Total Disability. The purchase price of the Partnership interest to be sold under this Agreement in the event of death or total disability shall be its computed value, as hereinafter provided. The computed value of Partnership Interests shall be determined by the Partners. The valuation for each Partner’s Partnership interest for the period from April 1, 1987 until March 31, 1988 shall be set at                             . Thereafter, the Partners of the Partnership shall meet prior to April 1 of each year to agree on a new computed value. The new computed value shall be effective April 1 of each year to the succeeding March 31 of the following year. Failure of the Partners of the Partnership to reach a new computed value by April 1 of any year shall result in the previous year’s computed value being used as the value of the Partnership until March 31st of the succeeding year or until a new computed value has been agreed to by the Partners.

For purposes of establishing a computed value to establish the value of each Partner’s Partnership interest in the event of death or disability, the date to be used as valuation shall be the date of death or the date of determination of disability as provided in Paragraph 26 herein.

28. Payment of Purchase Price in the Event of Death or Disability. The purchase price for the Partnership Interests of P.A.S. and B or J and J.H.R.T. No. 1 shall be determined as follows:

(a) On the death or disability of Joyce Howerton, B and P.A.S. will pay to J and J.H.R.T. No. 1 the computed value of the Partnership Interests belonging to J. and J.H.R.T. No. 1 as determined under the preceding paragraph.

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(b) On the death or disability of Robert Kahn, J and J.H.R.T. No. 1 will pay to B and P.A.S. the computed value of the Partnership Interests belonging to B and P.A.S. as determined under the preceding paragraph.

In the event the insurance proceeds are more than the total purchase price to be paid for the Partnership Interest to be purchased by the remaining Partners, the remaining Partners will pay the departing Partner the full amount of said insurance.

In the event the amount of insurance proceeds accruing to the Partnership in the event of death or disability of Robert Kahn or of Joyce Howerton is less than the total purchase price to be paid for the Partnership Interest to be purchased by the remaining Partners, the purchasing Partners shall pay the amount of insurance proceeds received plus the balance of the purchase price after the death of Joyce Howerton or Robert Kahn or beginning twenty-four (24) months after adjudgment of disability of Joyce Howerton or Robert Kahn in 120 equally amortized monthly installments. The unpaid balance of the purchase price shall be evidenced by a Promissory Note made by the remaining Partners to the order of either B and P.A.S. or J and J.H.R.T. No. 1 with interest on the unpaid balance at ten percent (10%) per annum until paid in full. The note shall provide that in the event of default, which shall be defined as the failure to pay any two installments due under said Note in a timely fashion, the Note shall become due and immediately payable. The Note shall be subject to prepayment in whole or in part at any time. The note shall be secured by a Pledge Agreement of the Partnership Interest and a Security Agreement covering that portion of the clinic assets sold.

29. Sale of Shares during Lifetime of Partner. If J and J.H.R.T. No. 1 or B and P.A.S.

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shall desire to transfer, assign or otherwise dispose of any of its Partnership Interests, B and P.A.S. shall first offer to sell their Partnership Interests to J and J.N.R.T. No. 1 by giving them written notice to that effect, and J and J.H.R.T. No. 1 shall first offer to sell their Partnership interests to B and P.A.S. by giving them written notice to that effect, such notice indicating their offer to sell their Partnership Interests in the manner prescribed in Paragraph 39 herein and under the terms and conditions specified in this Paragraph. The purchasing Partners shall have fifteen (15) days within receipt of said notice to provide written notice of their intent to purchase the Partnership Interests from the departing Partner(s). A departing Partner(s), as defined herein, shall be required to sell all of its Partnership interest and not less than all on any sale under this Paragraph.

The purchase price for the Partnership Interest shall be the computed value as determined in Paragraph 27 herein. The purchase price for the Partnership interest shall be paid upon the same terms and conditions provided in Paragraph 28 herein except as to the provisions relating to insurance proceeds. If the Partnership Interests for sale are not purchased by the remaining Partners before the expiration of the fifteen (15) day period specified above, the Partnership Interests offered by the departing Partner(s) may be disposed of in any lawful manner, except that the departing Partner(s) shall not sell any such Partnership Interest to any other person without first giving the remaining Partners the right to purchase them at the price and on the terms offered by such other person or for the computed value and the terms and payments as set forth in Paragraph 27 herein. Election of which price is to be paid shall be indicated in writing at time of exercise of the remaining Partner’s right of first refusal to purchase as set forth herein. The provisions of said sale shall be in the form of written offer made by the buyer to the departing Partner and shall set forth all the terms and conditions of the proposed

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sale. A copy of this written offer along with a written copy of notice of sale shall be sent to the remaining Partners. The remaining Partners shall have fifteen (15) days from actual receipt of said offer and written notice of sale in which to accept the conditions of the proposed sale in writing.

30. Conditions Precedent to Payment of Purchase Price. The purchase price payable to the departing Partners or if insurance, to Robert H. Kahn and/or Joyce Howerton, shall be paid in cash, or in cash and notes, to the party or entity entitled to such payment upon:

(a) The determination of legal counsel for the Partnership that the departing Partners can transfer full, legal and equitable tax-free title to its Partnership Interest to the remaining Partners.

31. New Partners Sound by this Agreement. Any new Partner acquiring a Partnership Interest in this Partnership by reason of transfer from any departing Partner shall be required as a condition of purchase of a Partnership interest into the Partnership to sign an agreement obligating such new Partner to be bound by the terms and conditions of this Agreement.

32. Hypothecation of Partnership Interest. No shareholder shall assign, hypothecate, transfer or otherwise encumber its Partnership interest without first giving written notice to the remaining Partners of its intention to so encumber its interest and obtaining the remaining Partners written consent thereto.

33. Dissolution of Partnership.

(a) Events Causing Dissolution. Except as otherwise herein provided, the Partnership shall be dissolved only upon:

(1) the entry of a charging order or an order for relief under Title 11, United States Code as to any Partner:

(2) an order of insolvency under State law as to any Partner;

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(3) the commission of a willful breach of this Agreement by any Partner;

(4) an assignment by a Partner for the benefit of its creditors; or

(5) the written agreement of the Partners to dissolve the Partnership

(b) Liquidation and Distribution. Except as otherwise provided herein, upon a dissolution of the Partnership for any reason, the Partners or the remaining Partners, in the event of a dissolution as described in Subsections (a) (1) through (4) of this Section 33, shall proceed to liquidate the Partnership, and distribute any proceeds from such liquidation, together with any assets distributable in kind, first to the satisfaction of the debts and liabilities of the Partnership (including any loans from the Partners), then to the Partners in the amount necessary to equalize the capital accounts of the Partners, and, thereafter, to the Partners in proportion to their respective Partnership Interest; provided that .if one or both Partners have capital accounts of less than zero, each such Partner shall contribute to the Partnership sufficient funds to equalize the negative capital balances or to bring such Partner’s capital balance to zero, as the case may be. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors. Upon complying with the foregoing distribution plan, the Partners shall execute and cause to be published and filed an appropriate notice of dissolution of the Partnership.

34. Title to Property. Partnership property shall be held by the Partnership subject to the terms and provisions hereof. Title to and ownership of all assets of the Partnership shall be held in the name of the Partnership, or in such other name or names as a majority of the Partners may designate.

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35. Partnership Losses Due to Partner’s Individual Liabilities. Each Partner agrees to indemnify and hold harmless the other Partners and the Partnership from and against all losses, costs, damages, claims, liabilities or expenses (including attorneys’ fees incurred with an attorney of the indemnitee’s choice) arising out of, resulting from, or in connection with personal obligations or liabilities of any Partner. In the event the Partnership is made a party to any litigation, or otherwise incurs any losses or expenses as a result of, or in connection with, personal obligations or liabilities of any Partner, and in particular any charging order, such Partner shall reimburse the Partnership for all such reasonable expenses incurred, including attorneys’ fees incurred with an attorney of the Partnership’s choice, and the capital account of such Partner in the Partnership shall be charged therefor.

36. Financial Data. Each Partner shall furnish any financial data with respect to itself, if any, as reasonably required in connection with the procuring of financing for the Partnership’s business, including the acquisition of real property or other asserts.

37. Additional Documents. Each Partner agrees to execute with acknowledgement and affidavit if required, all documents and writings including financing agreements and financial statements which may be necessary, expedient, or required for the creation of the Partnership and the achievement of its purposes.

38. Counterparts and Execution. This Partnership Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement, and all of which shall constitute one agreement.

39. Notices. Any notices required or permitted to be given hereunder to any Partner shall be deemed given when mailed postage prepaid via registered or certified United States mail, addressed to the Partner at the address of such Partner shown adjacent to its signature to this Agreement, or at such other address as may be specified by the Partner by notice duly given to all other Partners.

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40. Conflict. It is the intention and agreement of the Partners hereto that this entity shall be and constitute a partnership and nothing else. in the event that at any time anything in this agreement shall be in conflict with government rulings, laws, regulations, or decisions relating to federal income taxes as they may apply to the organization and conduct of a partnership, such laws, rulings, regulations or decisions, as the case may be, shall prevail, it being the intention of the Partners that this Partnership shall, for tax purposes, operate within the framework thereof.

41. Severability. In the event that any provisions of this agreement shall be determined to be invalid or unenforceable, prohibited by the laws of the State or place where it is performed, this agreement shall be considered divisible as to such provisions, and such provisions shall be inoperative and shall not be a part of the consideration moving from any part to the other, and the remaining provisions of this agreement shall be valid and binding and of like effect as though such invalid, unenforceable, or prohibited provisions were not included herein.

42. Arbitration. In the event of any dispute or disagreement between any of the Partners affecting the Partners’ respective rights in the Partnership or the interpretation of this Agreement, the disputing Partners shall set forth their respective positions and disagreements in writing and give notice of the same to each other, and make a good faith effort to resolve the dispute or disagreement. If the dispute is not settled at the expiration of fifteen (15) days from the time such notice is received, then the entire matter shall be submitted to binding arbitration. The arbitration shall be conducted under the rules set forth in the Code of Civil Procedure of the State of California, except to the extent that the parties at that time may agree upon other rules.

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The arbitrator shall be bound to the strict interpretation and observance of the terms of this Agreement. The successful party to any arbitration shall be awarded all costs and attorney’s fees attributable to the arbitration and the dispute or controversy to which it relates.

43. Governing Law. This agreement is executed at San Diego, California, and intended to be performed in the State of California, and the laws of said State shall govern its interpretation and effect.

44. Attorneys’ Fees. In the event arbitration or litigation is necessary to enforce any of the provisions of this agreement, the prevailing party therein shall be entitled to all costs and reasonable attorney’s fees incurred in connection therewith.

45. Entire Agreement.

(a) this instrument contains the entire agreement of the parties relating to the rights granted and obligations assumed by this agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent writing signed by the party to be charged therewith.

(b) This agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by each person who is then a Partner.

46. Captions. All sections, titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of this Agreement.

47. Variations of Pronouns. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons or entity may require.

48. Binding on Successors. Subject to the restrictions against transfer as herein contained, this Agreement shall inure to the benefit of and shall be binding upon the assigns and successors in interest of each of the parties hereto.

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49. Waiver. No waiver of any provision of this Agreement shall be deemed to be or constitute a continuing waiver of any other provision unless otherwise expressly provided in writing.

50. Interpretation. This Agreement shall not be interpreted in favor of or against any Partner because that Partner or that Partner’s legal counsel drafted this Agreement, but, rather, it shall be interpreted as if all Partners contributed equally to its preparation.

CALIFORNIA TREATMENT SERVICES (B), INC.
By
	ROBERT KAHN, President
	6060 Mission Gorge Road
	San Diego, CA 92120

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CALIFORNIA TREATMENT SERVICES (J), INC.
By
	JOYCE HOWERTON, President
	1665 East Fourth Street, Suite 211
	Santa Ana, CA 92701
P.A.S. DEFINED BENEFIT PENSION PLAN
By
	ROBERT KAHN, President
	6060 Mission Gorge Road
	San Diego, CA 92120
JOYCE HOWERTON REVOCABLE TRUST NO. 1
By
	JOYCE HOWERTON, Trustee
	1665 East Fourth Street, Suite 211
	Santa Ana, CA 92701

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AMENDMENT TO

PART’NERSHIP AGREEMENT FOR

CALIFORNIA TREATMENT SERVICES

This AMENDMENT TO PARTNERSHIP AGREEMENT (“Amendment”) is entered into as of May 1, 1999, between JAYCO MANAGEMENT, INC., a California corporation (“Jayco”), and TREATMENT ASSOCIATES, INC., a California corporation (“Treatment”). Jayco and Treatment shall hereinafter be referred to collectively as the “Partners.”

RECITALS

A. California Treatment Services (B), Inc., a California corporation (“B Corp.”), California Treatment Services (J), Inc., a California corporation (“J Corp.”), P.A.S. Defined Benefit Pension Plan (“P.A.S.”), and Joyce Howerton Revocable Trust No. 1 (“Howerton Trust”) formed a California general partnership as of May 1, 1987, known as California Treatment Services (the “Partnership”), pursuant to the terms of a partnership agreement of the same date (the “Partnership Agreement”).

B. Howerton Trust previously assigned its interest in the Partnership to J Corp. and J Corp. subsequently merged into Jay Management, Inc., a California corporation (“Jay Management”). Jay Management subsequently merged into Jayco.

C. P.A.S. previously assigned its interests in the Partnership to                             . B Corp. has dissolved and its interest in the Partnership has been assigned to Treatment.

D. The Partners wish to formally amend the Partnership Agreement to reflect the proper names of the Partners.

Therefore, the Partners hereby amend the Partnership Agreement as follows:

1. Jayco and Treatment are hereby admitted to the Partnership and each agrees to be bound by all the terms and provisions of the Partnership Agreement and to perform all obligations herein imposed upon them as if each was an original contracting party to the Partnership Agreement.

2. Except as hereby specifically amended, the Partnership Agreement shall remain and continue in force and effect and the Partnership Agreement, as herein amended, shall for all purposes be and constitute the Partnership Agreement for the Partnership.

3. This Amendment may be executed in counterparts, with the same effect as if both parties hereto had signed the same document. Counterparts shall be construed together and shall constitute one and the same agreement.

This Amendment is executed as of the date first written above.

JAYCO MANAGEMENT, INC., a California corporation
by:
	Joyce Ray, Ph.D.
	President
TREATMENT ASSOCIATES, INC., a California corporation
by:
	Robert B. Kahn

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT is entered into effective             , 1999, by and between JAYCO MANAGEMENT, INC., a California corporation (“Consultant”), and CALIFORNIA TREATMENT SERVICES, a California general partnership (“Partnership”).

RECITALS

A Consultant is a California corporation formed for the general purpose of providing financial, planning, management efficiency system design, bookkeeping, personnel staffing selection and related services to organizations engaged in the business of operating health clinics and similar institutions and has personnel with experience in rendering such services.

B. Partnership is, as of the effective date hereof, a California partnership, having its principal offices in Santa Ana, California, and engaged in the business of maintaining and operating two duly licensed clinics for the dispensing of methadone maintenance and methadone detoxification treatment and related services.

C. Consultant and Partnership desire to enter into an Agreement, on the terms and conditions as hereinafter set forth, with respect to the rendition of the above-referenced services by Consultant for the benefit of Partnership.

D. Consultant has developed certain operating procedures materials, operation manuals and other trade secrets concerning the operation of a methadone clinic which Consultant is willing to make available to Partnership on a non-exclusive basis during the term of this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Recitals. The foregoing recitals are incorporated herein as if fully set forth at this point.

2. Management Contract. Partnership hereby engages Consultant for the purpose of providing the various financial and management consultant services set forth herein, and Consultant hereby accepts such engagement.

3. Term. This Agreement shall commence upon the effective date hereof, as hereinabove set forth, and shall remain in full force and effect for a period of one (1) year thereafter. This Agreement shall be automatically renewed for additional one-year periods unless either party gives the other written notice of termination within thirty (30) days of the anniversary date of the effective date hereof.

4. Compensation. As compensation for the services to be rendered by Consultant hereunder, Partnership shall pay to Consultant an amount equal to             Dollars ($            ) per month during the term of this Agreement.

5. Status of Consultant. It is expressly understood by the parties hereto that Consultant, in performing the services described herein, shall be acting as an independent contractor, and shall under no circumstances be regarded or treated as an employee of Partnership. Partnership shall have no right to select or designate any particular employee of Consultant to render the services specified herein.

6, Duties of Consultant. The duties to be performed by Consultant under this contract include, but are not limited to the following.

(a) Aiding Partnership in the formulation of operating procedures, systems analysis and financial controls for the clinics operated by Partnership;

(b) Aiding Partnership in the regular bookkeeping activities relevant to the operation of said institutions;

(c) aiding Partnership in the preparation of statements and reports on the financial condition of the institutions operated by Partnership;

(d) Assisting Partnership in the preparation of budget statements and other information required to be submitted to government bodies under federal or state legislation relating to maintenance and operation of methadone maintenance or detoxification clinics;

(e) Assisting Partnership in filing the necessary reports required in order to maintain all licenses and governmental approvals for the services offered by Partnership;

(f) Consulting with Partnership with respect to the general maintenance and operation of Partnership’s methadone maintenance and methadone detoxification clinics, and advising Partnership and preparing proposals regarding changes or expansion of such facilities;

(g) Coordinating with Partnership’s accountants regarding the preparation of tax returns, annual financial statements and similar documents;

(h) Administrating, managing and operating Partnership’s clinic;

(i) Analyzing and assisting in the setting of salaries and fringe benefits of personnel;

(j) Making recommendations to Partnership relating to the hiring and firing of personnel and the establishment of salaries and fringe benefits of personnel;

(k) Designing and supervising medical billing and collections;

(1) Maintaining bank records and reconciliation of income and disbursements;

(m) Making recommendations to Partnership regarding the efficient operation of the clinic; and

(n) Designing and maintaining professional methadone records that comply with all federal, state and local laws, inventory of methadone, daily reports end related record keeping in an orderly and professional manner.

7. Amount of Services. Consultant shall devote to the affairs of Partnership as much of Consultant’s time as it reasonably necessary for the effective performances of the duties set forth herein. Subject to the provisions of the foregoing sentence, Consultant may represent, perform services for, and be employed by such additional clients, persons. or companies as Consultant, in its sole discretion, deems fit.

Consultant, through its officers or employees, shall make itself available to consult with representatives of Partnership at all reasonable times, concerning matters pertaining to the organization of Partnership, its fiscal policy, and in general, concerning any problem of consequence relating to the business affairs of Partnership.

In no event shall Partnership have the right to designate the particular employee or agent of the Consultant who shall perform any of the services described herein on behalf of Consultant for the benefit of Partnership.

8. Employment of Assistants. If it is reasonably necessary for Consultant to have the aid of assistants or the services of other persons, companies or firms in order to properly perform the duties and obligations required of Consultant under this Agreement, Consultant may, from time to time, employ, engage, or retain the same with the approval of Partnership, which approval shall not be arbitrarily or unreasonably withheld.

9. Entire Agreement. This contract contains all of the agreements, representations and warranties between the parties hereto, and any discussion, understandings and agreements heretofore had between the parties hereto are merged into this contract, which alone fully and completely expresses the agreements and understandings of the parties hereto. The contract may be amended by an instrument in writing signed by the parties hereto.

10. Attorneys’ Fees. Should either party breach any of the provisions of this contract, the non-breaching party shall be entitled to recover from the breaching party all costs and expenses, including attorneys’ fees, incurred by the non-breaching party in enforcing any of the provisions hereof.

11. Governing Law. The rights and obligations of the parties hereunder, including matters of validity, performance, construction and enforcement shall be governed and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written.

CALIFORNIA TREATMENT SERVICES,
a California general partnership
by:	JAYCO MANAGEMENT, INC.,
	a California corporation
by:
	Joyce Ray, Ph.D.
	President
by:	TREATMENT ASSOCIATES, INC.,
	a California corporation
by:
	Robert B. Kahn
	President

SECOND AMENDMENT TO

PARTNERSHIP AGREEMENT FOR

CALIFORNIA TREATMENT SERVICES

This SECOND AMENDMENT TO PARTNERSHIP AGREEMENT (“Second Amendment”) is entered into as of March 1, 2000 between JAYCO ADMINISTRATION, INC., a Nevada corporation (“Jayco”), and TREATMENT ASSOCIATES, INC., a California corporation (“Treatment”). Jayco and Treatment shall hereinafter be referred to collectively as the “Partners.”

RECITALS

A. The predecessors-in-interest to the Partners entered into that certain partnership agreement for California Treatment Services dated as of December 27, 1988 (the “Original Partnership Agreement”).

B. The Partners amended the Original Partnership Agreement to reflect the proper names of the Partners, pursuant to that certain Amendment to Partnership Agreement entered into as of December 28, 1999 (the “First Amendment,” and together with the Original Partnership Agreement, the “Partnership Agreement”).

C. The Partners now wish to further amend the Partnership Agreement.

NOW, THEREFORE, the Partners hereby amend the Partnership Agreement as follows:

1. Section 5 of the Original Partnership Agreement is hereby modified and amended to read in its entirety as follows:

“Purpose of Partnership. The purpose of the Partnership is to engage in the business of owning and operating clinics (hereinafter referred to as “clinic”) providing alcohol and drug rehabilitation treatment and ancillary medical services in the County of Orange.”

2. The date contained in Recital A of the First Amendment is hereby corrected to read “December 27, 1988.”

3. Except as hereby specifically amended, the Partnership Agreement shall remain and continue in full force and effect and the Partnership Agreement, as herein amended, shall for all purposes be and constitute the Partnership Agreement for the Partnership.

4. This Second Amendment may be executed in counterparts, with the same effect as both parties hereto had signed the same document. Counterparts shall be construed together and shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Partners have executed this Second Amendment as of the date first written above.

JAYCO ADMINISTRATION, INC., a Nevada corporation
By:	/s/ Joyce Ray
	Joyce Ray, President
TREATMENT ASSOCIATES, INC., a California corporation
By:
	Robert B. Kahn, President

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4. Thus Second Amendment may be executed in counterparts, with the same effect as both parties hereto had signed the same document. Counterparts shall be construed together and shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Partners have executed this Second Amendment as of the date first written above.

JAYCO ADMINISTRATION, INC., a Nevada corporation
By:
	Joyce Ray, President
TREATMENT ASSOCIATES, INC., a California corporation
By:	/s/ Robert B. Kahn
	Robert B. Kahn, President

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EX-3.6

Exhibit 3.6

PARTNERSHIP AGREEMENT

OF

MILWAUKEE HEALTH SERVICES SYSTEM

TABLE OF CONTENTS

Section
	1.	Name		1
	2.	Principal Place of Business		1
	3.	Business of the Partnership		1
	4.	Term		1
	5.	Fictitious Business Name Statement		1
	6.	Contributions to Capital		2
		(a)	Initial Contributions	2
		(b)	Additional Contributions	2
		(c)	Withdrawal of Contributions	3
		(d)	Interest on Contributions	3
	7.	Loans to Partnership		3
	8.	Allocation of Profits and Losses		3
	9.	Distributions		4
	10	Partnership Accounting		4
		(a)	Accounting Method	4
		(b)	Books and Records	4
		(c)	Capital Accounts	4
		(d)	Financial Statements	5
		(e)	Fiscal Year	5
	11.	Administration of Partnership		5
		(a)	Time Devoted to Partnership	5
		(b)	Management	5
		(c)	Salaries of Partners	6

TABLE OF CONTENTS (continued)

	(d)	Bank Accounts	6
	(e)	Restrictions on Partners	6
12.	Transfers of Partnership Interests		7
	(a)	Written Consent of Remaining Partner Required to Transfer	7
	(b)	Written Notice to Remaining Partner of Intent to Transfer	7
	(c)	Non-selling Partner’s Thirty Day Option to Purchase	7
	(d)	Transfer to A Third Party	8
13.	Dissolution of Partnership		8
14.	Termination of Partnership Interest		9
	(a)	Causes for Termination	9
	(b)	Notice of termination	9
	(c)	Sale of Terminated Partner’s Interest	9
	(d)	Remaining Partner’s Right to Continue Business	10
	(e)	Option of Purchase on Death of A Partner’s Shareholders	10
	(f)	Fair Market Value	10
	(g)	Option to Purchase on Termination of a Partner	11
	(h)	Determination of Purchase Price	11
	(i)	Payment of Purchase Price	12
	(j)	Liquidation and Distribution	14
	(k)	Waiver of Right to Judicial Dissolution	14
15.	Agreement to Incorporate		14
	(b)	Directors of Corporation	14

TABLE OF CONTENTS (continued)

	(c)	Authorized Capital of Corporation	15
	(d)	Officers of Corporation	15
	(e)	Transfer of Partnership Business	15
	(f)	Preparation of Necessary Financial Statements	15
	(g)	Costs of Incorporating	15
	(h)	Additional Partners	15
16.	Title to Property		16
17.	No Partnership Losses Due to Partner’s Individual Liabilities		16
18.	Amendments		16
19.	Other Business Activity		16
20.	Notices		17
21.	Captions		17
22.	Variations of Pronouns		18
23.	Counterparts		18
24.	Binding on Heirs and Successors		18
25.	Partial Invalidity		18
26.	Authority of Corporate Partner		18
27.	Governing Law		18
28.	Arbitration		18
29.	Litigation Expenses		19
30.	Waiver		19
31.	Entire Agreement		19

PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICES SYSTEM

THIS PARTNERSHIP AGREEMENT is made by and among WESTERN CLINICAL HEALTH SERVICES, INC., a Nevada corporation, hereinafter referred to as WCHS, and CORAL HEALTH SERVICES, INC., an Indiana corporation, hereinafter referred to as CORAL, for the purpose of forming a partnership upon the terms and conditions hereinafter set forth.

Section 1: Name. The business of the Partnership shall be conducted hereafter under the name of MILWAUKEE HEALTH SERVICES SYSTEM, or such other name as the Partners may select from time to time.

Section 2: Principal Place of Business. The principal place of business of the Partnership shall be in Milwaukee, Wisconsin, or at such other place or places as the Partners may from time to time determine and designate.

Section 3: Business of the Partnership. The initial business of the Partnership shall be to engage in the operation and maintenance of a methadone clinic licensed by the State of Wisconsin for the dispensing of methadone in methadone maintenance programs and for the purpose of operating narcotic detoxification and treatment centers and related medical and psychiatric care and treatment. The Federal licensure for operation of this clinic has been applied for and is held in the name of WCHS.

Section 4: Term. The formation of this Partnership occurred as of May 1, 1985, and it continues by the terms hereof until December 31, 2035, unless it is sooner terminated as is herein provided.

Section 5: Fictitious Business Name Statement. Prior to entry into this Agreement, the Partners have had in use the name MILWAUKEE MEDICAL SERVICE SYSTEM with the

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State of Wisconsin on its applications for approval of its methadone clinic licensure. Upon execution of this Partnership Agreement the Partners shall sign, cause to be filed and published in Milwaukee, Wisconsin, and in any other County in which the Partnership transacts business, such Fictitious Business Name Statements as may be required setting forth MILWAUKEE MEDICAL SERVICES SYSTEMS as a dba of MILWAUKEE HEALTH SERVICES SYSTEMS.

Section 6: Contributions to Capital.

(a) Initial Contributions. The initial contribution of the Partners to the Partnership will consist of cash contributed by WCHS and CORAL. WCHS will as the needs of the Partnership dictate contribute up to the sum of $25,000 to the initial capital of the Partnership. CORAL shall not be required to make any initial contribution to the Partnership capital. As an additional contribution of capital, WCHS may advance monies borrowed by it from financial institutions in an amount as may from time to time be agreed to by the Partners. The amounts of cash and indebtedness contributed by WCHS and CORAL will appear on the books of account of this Partnership as a loan to the Partnership. The Partners are each allocated the following percentage interest in the Partnership (a “Partnership Percentage”):

WCHS	60%
Coral	40%

(b) Additional Contributions. No Partner shall be obligated to make any additional capital contributions to the Partnership except as may be agreed by a unanimous vote of the Partners of the Partnership and no Partner shall be allowed to make an additional capital contribution without the consent of the other Partner.

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(c) Withdrawal of Contributions. Except as otherwise herein provided, no portion of the Partnership capital may be withdrawn by a Partner except with the consent of the other Partner.

(d) Interest on Contributions. Either partner contributing capital to the Partnership shall be entitled to interest computed from the date of such contribution at a rate of interest which is two percent (2.00%) per annum higher than the “Prime Rate” charged by Bank of America, as said Prime Rate may change from time to time. As used herein, the term “Prime Rate” shall mean the annual interest rate publicly announced by Bank of America from time to time as its interest rate to its most creditworthy customers. Rates shall change monthly. The rate shall be the rate in effect by Bank of America on the first day of each calendar month.

Section 7: Loans to Partnership. No Partner may lend or advance money to the Partnership except with the consent of the other Partner. Any loan by a Partner to the Partnership shall be identified and segregated as a loan payable on the books of the Partnership. Loans shall bear interest at such rate as set forth herein or as may be agreed upon by the Partners, provided such rate does not exceed the maximum allowed by law, and shall be evidenced by a promissory note delivered to the lending Partner and executed in the name of the Partnership by all Partners. Interest paid by the Partnership to a Partner shall be treated for tax purposes as an item of Partnership deduction. Undistributed Partnership profits and profits which are not withdrawn shall not be treated as loans by the Partners to the Partnership.

Section 8: Allocation of Profits and Losses. The net profits or net losses of the Partnership, and for tax purposes each item of income, gain, loss, deduction or credit, shall be allocated to the Partners in proportion to Partnership Percentages as set forth in Section 6(a) hereof. As used herein, “net profits” and “net losses” shall be computed in accordance with the same method of accounting consistently applied, and on the same basis as that used in the preparation of the Partnership’s information tax return for federal income tax purposes.

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Section 9: Distributions. Funds in excess of the working capital requirements of the Partnership as determined by the Partners, the proceeds of any sale or refinancing of the Partnership property, and other surplus fund shall be distributed from time to time to the Partners. The first distributions shall go to reduce loans and unpaid interest as reflected on the books of account of the Partnership. Distributions shall be made to such partners until the sums reflected as loans plus unpaid interest have been paid in full. Thereafter, distribution shall be made in accordance with the Partners respective Partnership Percentages as set forth in Section 6(a) hereof.

Section 10: Partnership Accounting.

(a) Accounting Method. The Partnership shall keep its accounting records and shall report its income for income tax purposes according to the cash method of accounting. The accounting for Partnership purposes shall be in accordance with generally accepted accounting principles applied in a consistent manner.

(b) Books and Records. The accounting and other records of the Partnership shall be maintained at the principal place of business of the Partnership or at such other place as may be designated by the Partners, and shall be open to inspection by the Partners at all reasonable times during business hours.

(c) Capital Accounts. An individual capital account shall be maintained for each Partner. Each Partner’s capital account shall consist of its original capital contribution increased by any additional capital contributions and its allocable share of Partnership indebtedness and Partnership profits, and decreased by any distributions to such Partner and its

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share of Partnership losses. Except as otherwise provided in Section 13(d), a debit balance in a Partner’s capital account, whether occasioned by withdrawals in excess of its share of Partnership profits or by charging it for its share of Partnership loss, shall constitute an obligation of such Partner to the Partnership payable out of such Partner’s share of the Partnership profits or the refinancing or sale of Partnership assets.

(d) Financial Statements. A monthly summary of financial transactions will be prepared and distributed to each Partner on a regular basis by the Partner managing the Partnership. A balance sheet of the Partnership as of the end of each fiscal year, together with a statement of earnings for the twelve months then ended, shall be prepared by the Partners or their independent public accountants at the end of each fiscal year, and copies thereof, together with copies of the proposed federal and Wisconsin income tax returns for the Partnership for such year, shall be furnished to each Partner within a reasonable time following the end of each fiscal year.

(e) Fiscal Year. The fiscal year for the Partnership shall be selected by the mutual agreement of the accountants for each of the Partners.

Section 11: Administration of the Partnership.

(a) Time Devoted to Partnership. Each of the Partners will seek to promote the interests of the Partnership to its greatest advantage and will devote sufficient time to the affairs of the Partnership to permit its efficient operation.

(b) Management. Each Partner shall have an equal voice in the management and conduct of the Partnership business. No action shall be taken in contravention of this Agreement without the written consent of all Partners. Periodically, as the Partners shall agree, one of the Partners shall be designated the managing Partner of the Partnership and shall manage the day-to-day affairs of the Partnership, without any additional compensation. The initial managing Partner of the Partnership shall be CORAL.

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(c) Salaries of Partners. No Partner or employee of a Partner shall be compensated for services rendered by such Partner to or for the Partnership unless mutually agreed to by the Partners in writing. The Partnership shall reimburse a Partner for expenses reasonably incurred by such Partner in the ordinary and proper conduct of the Partnership business. Any such compensation or reimbursement of expenses paid shall be treated by the Partnership as an ordinary and necessary expense of business in the determination of net profits.

(d) Bank Accounts. All funds of the Partnership shall be deposited in the name of the Partnership in an account in such bank or banks as shall be determined by the Partners, and all withdrawals or disbursements from said account shall be made by check drawn in the Partnership name upon such account and signed on behalf of the Partnership by either Partner.

(e) Restrictions on Partners. Except in the ordinary course of the Partnership’s business no Partner shall incur in the name or on the credit of the Partnership any obligation(s) which either individually or in the aggregate exceed $5,000.00 without the prior written consent of the other Partner. No Partner shall, without the written consent of the other Partner:

(1) Borrow or lend money on behalf of the Partnership;

(2) Sell, exchange or otherwise dispose of, lease, pledge or mortgage any Partnership property;

(3) Assign, transfer, pledge, compromise, or release any Partnership claim except on payment in full; or

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(4) Cause the Partnership to become guarantor, bail, surety, or endorser for any other person or entity (including any Partner).

Any loss sustained by the Partnership because of the breach of these provisions by any Partner shall be charged to such Partner’s capital account in the Partnership.

Section 12. Transfers of Partnership Interests.

(a) Except as otherwise provided herein, no Partner shall sell, transfer (by operation of law or otherwise), assign, dispose of, pledge or hypothecate any interest in the Partnership to any person or entity, without the written consent of the other Partner. Any transfer, pledge or hypothecation of the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions.

(b) In the event any Partner (the “Selling or Transferring Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following:

(1) The name of the proposed transferee of the Partnership Interest;

(2) A description of the Partnership Interest proposed to be transferred;

(3) The proposed consideration for the Transfer of the Partnership Interest; and

(4) All other terms and conditions for the proposed Transfer.

(c) For a period of thirty (30) days from the date of mailing of the notice, the Non-Selling Partner shall have the right, but not the obligation, to purchase the Partnership

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Interest proposed to be transferred upon the same terms and conditions as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred.

(d) In the event that the Non-Selling Partner does not notify the Selling Partner of its election to purchase the entire Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice in strict accordance with the terms and conditions set forth in the notice.

Section 13: Dissolution of Partnership.

The Partnership shall be dissolved upon the agreement of the Partners. Upon dissolution of this Partnership, a full accounting of the Partnership’s assets and/or liabilities shall be taken, and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof.

The Partnership shall engage in no further business after dissolution other than that necessary to wind up the business and distribute the assets.

The proceeds from the liquidation of Partnership assets, together with assets to be distributed in kind, to the extent sufficient therefor, shall be applied and distributed in the following order:

(1) All Partnership liabilities and liquidating expenses and obligations of the Partnership, other than debts owed to the Partners, shall be paid or provided for;

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(2) Such debts as are owed to the Partners, including unpaid loans or advances made to or for the benefit of the Partnership, together with any interest thereon, shall be paid;

(3) Such profits as shall be attributable to the interests of the respective Partners shall be paid;

(4) The balance in the capital account of each Partner shall be paid to the Partner to which it is owed.

The partners shall continue to divide profits and losses after dissolution and during the winding up of the Partnership business in the same manner provided hereinbefore for the division of profits and losses prior to dissolution.

Section 14: Termination of Partnership Interest.

(a) Causes for Termination. The interest of a Partner shall be subject to termination at the option of the remaining Partner upon the filing of a petition in bankruptcy against a Partner, the initiation of any proceedings for the reorganization of the Partner under the Bankruptcy Act, or the entry or a charging order against a Partner, unless cured within 30 days after occurrence of one of the above events.

(b) Notice of Termination. Service of a written notice upon the Partner to be terminated setting forth the cause for termination and the effective date of termination shall terminate all powers of the Partner as of the effective date, and shall further terminate its right to share in the profits of the Partnership as of that date.

(c) Sale of Terminated Partner’s Interest. A terminated Partner shall not be required to sell its interest in the Partnership unless the entire interest is purchased.

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(d) Remaining Partner’s Right to Continue Business. If an election to terminate a Partner is based on subparagraph (a) of this Section 14, the remaining Partner shall have the right to continue the Partnership business under the Partnership name notwithstanding any event termination the interest of a Partner.

(e) Option to Purchase on the Death of a Partner’s Shareholders. The sole shareholder of WCHS is IHS, Inc., a California corporation. References herein to shareholders of WCHS shall be references to the holders of all outstanding stock of IHS, Inc.: Robert B. Kahn and Galen E. Rogers. Upon the death of both William Marshall and Nellie W. Kendrick, or both Robert B. Kahn and Galen E. Rogers, WCHS, in the event of the death of William Marshall and Nellie W. Kendrick, or CORAL, in the event of the death of Robert B. Kahn and Galen E. Rogers, the remaining Partner shall have the option to:

(1) Dissolve and liquidate the Partnership, or

(2) Purchase the Partnership interest of CORAL in the event of the death of both William Marshall and Nellie W. Kendrick or purchase the Partnership interest of WCHS in the event of the death of both Robert B. Kahn and Galen E. Rogers. The remaining Partner shall have the option of acquiring 100% of the interest of a Partner whose shareholders are deceased.

(f) Fair Market Value. If an election to purchase the interest of a Partner occurs by reason of the death of both William Marshall and Nellie W. Kendrick or both Robert B. Kahn and Galen Rogers, the value of CORAL’s or WCHS’s interest in the Partnership shall be its fair market value as is agreed between the corporation whose shareholders have become deceased and the remaining Partner. If no agreement on the value can be reached between the parties, the fair market value of a Partnership Interest for these purposes shall be determined by appraisal as provided in Section 14(h).

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(g) Option to Purchase on Termination of a Partner. If a Partner is terminated for any of the reasons specified in Section 14(a) of this Agreement, the remaining Partner shall have the option to purchase the entire interest of the terminated Partner. Notice of the exercise of this option to purchase shall be served on the terminated Partner and its bankruptcy trustee or its judgment creditor who secured a charging order against its Partnership interest at the same time the notice of termination of its Partnership interest is served on those persons.

(h) Determination of Purchase Price. On exercise of the option to purchase an outgoing Partner’s Partnership interest, the remaining Partner shall pay to the entity or person legally entitled thereto, the value of the outgoing Partner’s interest in the manner specified in subparagraph (i) of this Section 14, determined as follows:

(1) In an amount and on such terms as may be agreed to by the Partners and if the Partners are unable to agree, then the remaining Partner shall notify the terminated Partner, its successor in interest or the person or entity legally entitled to receive the value of the Partnership interest, of the appointment of an appraiser selected by it. Within ten (10) days after receiving such notice, the terminated Partner or person or entity legally entitled to receive the value of the Partnership interest being purchased shall appoint an appraiser. If the two appraisers so appointed are unable to agree on the value of the interest within fifteen (15) days, they shall appoint a third appraiser. The decision in writing of any two of the three appraisers so appointed shall be binding and conclusive on the parties hereto and on any persons or entity legally entitled to receive the value of such Partner’s interest. If the Partnership is terminated because of a charging

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order issued against the interest of the terminated Partner, unless the remaining Partner guarantees in writing the payment to the judgment creditor who secured such charging order the full amount of the claim, including interest and costs, the appraiser for the terminated Partner shall be appointed by the court which issued such charging order. All fees and expenses of each appraiser shall be paid by purchasing and selling parties in equal proportions

(2) In determining the value of the Partnership interest to be purchased, the appraisers shall value:

(i) All items of inventory at their actual cost to the Partnership;

(ii) All tangible assets of the Partnership, including lands, buildings, fixtures, machinery, automobiles, and equipment at their fair market value;

(iii) All accounts receivable at such discount so as to reflect its fair cash market value, and all accounts payable at their face value; and,

(iv) Goodwill and other intangible assets of the Partnership at its fair market value.

(i) Payment of Purchase Price. On exercise of the option to purchase the interest of a Partner due to the death of Partner’s shareholders, or the withdrawal or termination of a Partner, the remaining Partner shall pay to the person legally entitled thereto the value of the interest, determined as provided in subparagraphs (h)(1) and (h)(2) of this Section, in the following manner:

Thirty-three and one-third (33 ¹/3%) percent of the total purchase price within thirty (30) days of determination of the price, or thirty (30) days after receipt of the

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appraiser’s report as provided in subparagraph (h)(1), or, if there is an escrow, upon the close of escrow; and the balance in sixty (60) equal monthly installments commencing thirty (30) days after payment of the initial down payment. Any outstanding loans of the Partnership owed to the Partner remaining shall be applied first to decrease the down payment for purchase and then to reduce the sum to be amortized over the sixty month installment payment period provided herein. In the event the outstanding loans owed to a remaining Partner are in excess of an appraised price the withdrawing (including death of a Partner’s shareholders) or terminated Partner shall not be liable to pay any moneys for the Partnership interest and the withdrawing or terminated Partner or its successor in interest or the person or entity entitled to receive the proceeds shall have no obligation to repay any of the outstanding loans under this Agreement. Each monthly installment shall be applied first to interest at a rate of interest which is 2.00% per annum higher than the prime rate on then remaining unpaid balance of the purchase price. The “Prime Rate” shall be calculated in the same manner as set forth in Section (6) subparagraph (d). The note for the balance of the purchase shall be secured by a Security Agreement covering all the assets of the Partnership. If any party to the sale transaction set forth in this Paragraph desires to conduct said sale with an escrow, it may do so by notifying the other Partner or the other Partner’s legal representative in writing of its desire within ten (10) days of receipt of the appraiser’s report or establishment of a price for the terminated Partner’s interest in the Partnership. An escrow shall be established with an escrow company mutually agreed between the Partners. Any escrow established shall be in accordance with California Bulk Sales Law, unless both the purchasing and selling Partner or such Partner’s legal representative agree otherwise. All costs of escrow, including payment of any sales tax shall be borne equally between the purchasing and selling Partner.

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(j) Liquidation and Distribution. Except as otherwise provided herein, upon a dissolution of the Partnership for any reason, the remaining Partner shall proceed to liquidate the Partnership, and distribute any proceeds from such liquidation in accordance with Section 13 herein. If a Partner’s capital account is less than zero, that Partner shall contribute to the Partnership sufficient funds to bring such Partner’s capital balance to zero. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors. Upon complying with the foregoing distribution plan, the remaining Partner shall execute and cause to be published and filed an appropriate notice of dissolution of the Partnership.

(k) Waiver of Right to Judicial Dissolution. The Partners agree that irreparable harm would be done to the Partnership if any Partner brought an action in court to dissolve the Partnership. The parties acknowledge that the Agreement provides for fair payments to be made to a Partner whose interest in the Partnership is to be terminated. Accordingly, each of the parties hereby agrees to accept the provisions of this Agreement as his exclusive right on termination of his relationship with Partnership. Each party hereby waives and renounces its right to seek a judicial dissolution or to seek the appointment by a court of a liquidator for the Partnership.

Section 15: Agreement to Incorporate.

(a) On or before December 31, 1995, Coral agrees that WCHS shall have the right to determine whether it is in the best interest of the Partners to incorporate the Partnership in a state selected by WCHS for the purpose of continuing the Partnership business.

(b) Directors of Corporation. The articles of incorporation shall name a person or persons selected by the Partners as the initial director(s) of the corporation.

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(c) Authorized Capital of Corporation. The authorized capital of the corporation as stated in the articles of incorporation, shall be $10,000 divided into 1,000 shares of the same class. The remaining capital accounts of the corporation and unpaid debt shall be reflected by notes to the shareholders representing all debt of the corporation.

(d) Officers of Corporation. The initial officers of the corporation shall be President, selected by WCHS; Vice President, selected by Coral; Secretary, selected by Coral; and Treasurer, selected by WCHS.

(e) Transfer of Partnership Business. Within 15 days after incorporation, the parties shall transfer and assign their respective interests in the Partnership to the corporation; the parties shall cause the corporation to assume all liabilities of said Partnership existing together with such additional liabilities as may have been incurred in the preliminary course of partnership business between the date and the date of transfer of the business to the corporation, and the parties shall cause the corporation to issue to each party shares of the corporation’s capital stock in an amount representing that party’s proportionate equity interest in the Partnership.

(f) Preparation of Necessary Financial Statements. The parties shall authorize and instruct the accountant for the Partnership, to prepare all such financial statements and tax returns as required for the proper functioning of the partnership.

(g) Costs of Incorporating. All costs and expenses, including attorneys’ fees required for the formation and organization of the corporation, shall be paid by the Partnership as a partnership expense.

(h) Additional Partners. Additional Partners may not be admitted to this Partnership unless all Partners shall agree thereto in writing prior to such admission, and an amended Partnership Agreement or an amendment to such agreement is executed among all parties, acceptable to all parties.

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Section 16: Title to Property. Partnership property shall be held by the Partnership subject to the terms and provisions hereof. Title to and ownership of all assets of the Partnership shall be held in the name of the Partnership, or in such other names or names as the Partners may jointly designate.

Section 17: No Partnership Losses Due to Partner’s Individual Liabilities. Each Partner agrees to indemnify and hold harmless the other Partner and the Partnership from and against all losses, costs, damages, claims, liabilities or expenses (including attorneys’ fees) arising out of, resulting from or in connection with the personal obligations of any shareholder of a Partner or liabilities of any Partner. In the event the Partnership is made a party to any litigation, or otherwise incurs any losses or expenses as a result of, or in connection with, personal obligations or liabilities of any Partner, and in particular any charging order, such Partner shall reimburse the Partnership for all such reasonable expenses incurred, including attorneys’ fees, and the capital account of such Partner in the Partnership shall be charge therefore.

Section 18: Amendments. This Agreement may be amended only by written agreement of all Partners. No new agreement shall arise orally or by course of conduct or dealing.

Section 19: Other business Activity. Nothing contained herein shall prevent any Partner from engaging in other business activities outside of Milwaukee, Wisconsin, whether or not similar to the business of the Partnership, and no parties herein shall have any interest in such other activities or investments by virtue of this Partnership. However, the parties do agree to

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advise one another of business opportunities in the state of Wisconsin in the fields in which the Partnership is active and to the extent feasible, opportunities will be shared and developed by the Partnership. Within the city of Milwaukee and any county in which the Partnership shall conduct business, each of the parties hereto covenants and agrees not to compete against the Partnership or any of its Partners.

Section 20: Notices. Any written notices of any kind which any partner may desire or be required to serve on the other Partner in connection with this Agreement shall be served (as an alternative to personal service) by registered mail. Any such notice so to be served by registered mail shall be deposited in the United State mail with postage thereon fully prepaid and shall be addressed as follows:

To:	CORAL
	c/o Nellie Kendrick, Secretary, Treasurer
	3291 N. Sherman Boulevard
	Milwaukee, Wisconsin 53216
To:	WCHS
	6060 Mission Gorge Road
	San Diego CA 92120

Service of any such notice made by registered mail as aforesaid shall be deemed to have been given upon the next business day after mailing as shown on the postal registered mail receipt obtained by the party giving notice. Any written notice not served by registered mail as aforesaid shall be deemed to have been given upon the date of actual receipt of such notice by the addressee. Any Partner may from time to time by notice in writing served on the other Partner as aforesaid, designate a different mailing address or a different person to which all such notices thereafter are to be addressed.

Section 21: Captions. All sections, titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of this Agreement.

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Section 22: Variations of Pronouns. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identify of the person or person or entity may require.

Section 23: Counterparts. This Agreement and any amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute on Agreement.

Section 24: Binding on Heirs and Successors. Subject to the restrictions against transfer as herein contained, this Agreement shall inure to the benefit of and shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

Section 25: Partial Invalidity. If any provision of this Agreement is found to be invalid by any court, the invalidity of such provision shall not affect the validity of the remaining provisions hereof.

Section 26: Authority of Corporate Partner. A certified copy of the resolution of the board of directors of each corporation that is a party to this Agreement, which authorizes the signatories to this Agreement on its behalf to enter into and execute this Agreement and to take all further actions necessary to implement the provisions of this Agreement, is contained in Exhibit “A”, which is attached to and made a part of this Agreement by this reference.

Section 27: Governing Law. This Agreement and the legal relations between the partners shall be governed by and construed in accordance with the laws of the State of California.

Section 28: Arbitration. Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement, and any amendments hereof, or the breach

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thereof, or in connection with the termination of a Partner’s interest or dissolution of the Partnership (including disputes as to fair market value of an interest of a Partner), shall be determined and settled by arbitration to be held in San Diego, California, in accordance with the then applicable rules of the American Arbitration Association. Any award rendered therein shall be final and binding upon each and all of the Partners and judgment may be entered thereon in any court having jurisdiction thereof in the State of California.

Section 29: Litigation Expenses. In the event of litigation arising under, out of, in connection with or in relation to this Agreement or any amendment hereto, the prevailing party shall be entitled to recover its costs and expenses of litigation, including reasonable attorneys’ fees, from the nonprevailing party.

Section 30: Waiver. No waiver of any provision of this Agreement shall be deemed to be or constitute a continuing waiver of any other provisions unless otherwise expressly provided in writing.

Section 31: Entire Agreement. This Agreement supersedes any prior agreement between the parties hereto. No other agreement, statement or promise made by any party to the other shall be binding.

IN WITNESS WHEREOF, this Partnership Agreement has been executed on the 2 day of June, 1985.

WESTERN CLINICAL HEALTH SERVICES, INC.,
A Nevada Corporation
By	/s/ illegible, President
CORAL HEALTH SERVICES, INC.,
An Indiana Corporation
By	/s/ illegible

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FIRST AMENDMENT

TO THE PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICE SYSTEMS

This First Amendment to the partnership agreement of MILWAUKEE HEALTH SERVICE SYSTEMS, a general partnership, is made this 30 day of March, 1987, by WESTERN CLINICAL HEALTH SERVICES, INC., and CORAL HEALTH SERVICES, INC., the general partners thereof.

RECITALS

WHEREAS, on or about the 2^nd day of June, 1985 the above named parties entered into a written partnership agreement for the conduct of the business known as Milwaukee Health Service Systems, and

WHEREAS, Western Clinical Health Services, Inc., one of the partners, desires to transfer its interest in the partnership to an entity known as WCHS of Wisconsin, and

WHEREAS, Section 12 of the partnership agreement, entitled: “Transfers of Partnership Interest”, prohibits the transfer of any interest in the partnership without the written consent of the other partner, and

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. That effective on or about March 30, 1987 the transfer of all of the interest of Western Clinical Health Services, Inc., a general partner, to WCHS of Wisconsin is hereby approved.

2. That effective on or about March 30, 1987 all reference to Western Clinical Health Services, Inc., as a general partner in the partnership agreement dated June 2, 1985 shall be changed to WCHS of Wisconsin.

3. That in all other respects the partnership agreement dated June 2, 1985 for the general partnership known as Milwaukee Health Service Systems shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused these presents to be executed on the date set forth following the authorized signatures.

Dated: 10/7/99	WESTERN CLINICAL HEALTH
	SERVICES, INC.
	By:	/s/ illegible
Dated: 2/18/99	CORAL HEALTH SERVICES, INC.
	By:	/s/ illegible

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SECOND AMENDMENT

TO THE PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICE SYSTEMS

This Second Amendment to the partnership agreement of MILWAUKEE HEALTH SERVICE SYSTEMS, a general partnership, is made this 17 day of November, 1992 by WCHS of WISCONSIN, and CORAL HEALTH SERVICES, INC., the general partners thereof.

RECITALS

WHEREAS, on or about the 2^nd day of June, 1985 a written partnership agreement for the conduct of the business known as Milwaukee Health Service Systems, was entered into, and

WHEREAS, Section 18 of the partnership agreement provides that the partnership agreement may be amended only by the written agreement of all partners, and

WHEREAS, the partners desire to amend the written partnership agreement in certain respects.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. That effective on January 1, 1992, the last sentence of Section 6(a) of the partnership agreement as it relates solely to the distribution of income shall be amended to read as follows: “The partners are each allocated the following percentage interest in the Partnership (a “Partnership Percentage”):

WCHS of Wisconsin	60% based on the first $1.475 Million of gross revenues and 50% based on gross revenues in excess of $1.475 Million.
Coral Health Services, Inc.	40% based on the first $1.475 Million of gross revenues and 50% based on gross revenues in excess of $1.475 Million.

That in all other respects the Partnership Percentages shall remain 60% to WCHS of Wisconsin and 40% to Coral Health Services, Inc.

2. That in all other respects the partnership agreement dated June 2, 1985 as amended for the general partnership known as Milwaukee Health Service Systems shall remain in full force and effect.

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IN WITNESS WHEREOF, THE parties have caused these presents to be executed on the date set forth following the authorized signatures.

Dated: 10/07/99	WCHS of Wisconsin
	By:	/s/ illegible
Dated: 2/18/99	CORAL HEALTH SERVICES, INC.
	By:	/s/ illegible

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THIRD AMENDMENT

TO THE PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICE SYSTEMS

This Third Amendment to the partnership agreement of MILWAUKEE HEALTH SERVICE SYSTEMS, a general partnership, is made this 7th day of September, 1994 by WCHS of WISCONSIN, and CORAL HEALTH SERVICES, INC., the general partners thereof.

RECITALS

WHEREAS, on or about the 2^nd day of June, 1985 a written partnership agreement for the conduct of the business known as Milwaukee Health Service Systems, was entered into, and

WHEREAS, Section 18 of the partnership agreement provides that the partnership agreement may be amended only by the written agreement of all partners, and

WHEREAS, the partners desire to amend the written partnership agreement in certain respects.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. That effective on January 1, 1995, the last sentence of Section 6(a) of the partnership agreement shall be amended to read as follows: “The partners are each allocated the following percentage interest in the Partnership (a “Partnership Percentage”):

WCHS of Wisconsin	53%
Coral Health Services, Inc	47%

2. That the distribution of income based upon gross revenues as provided for in the Second Amendment to the Partnership Agreement shall effective January 1, 1995 be null and void.

3. That in all other respects the partnership agreement dated June 2, 1985 as amended for the general partnership known as Milwaukee Health Service Systems shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties have caused these presents to be executed on the date set forth following the authorized signatures.

Dated: 10/7/99	WCHS of Wisconsin
	By:	/s/ illegible
Dated: 2/18/99	CORAL HEALTH SERVICES, INC.
	By:	/s/ illegible

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FOURTH AMENDMENT

TO THE PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICE SYSTEMS

This Fourth Amendment to the partnership agreement of MILWAUKEE HEALTH SERVICE SYSTEMS, a general partnership, is made this 1^st day of July, 1995, by WCHS of WISCONSIN, and CORAL HEALTH SERVICES, INC., the general partners thereof.

WHEREAS, on or about the 2^nd day of June, 1985 a written partnership agreement for the conduct of the business known as Milwaukee Health Service Systems, was entered into, and

WHEREAS, WCHS of Wisconsin, one of the partners, desires to transfer its interest in the partnership to an entity known as WHCS, Inc., and

WHEREAS, Section 12 of the partnership agreement, entitled: “Transfers of Partnership Interest”, prohibits the transfer of any interest in the partnership without the written consent of the other partner, and

WHEREAS, Section 18 of the partnership agreement provides that the partnership agreement may be amended only by the written agreement of all partners.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. That effective on or about July 1, 1995 the transfer of all of the interest of WCHS of Wisconsin, a general partner, to WCHS, Inc. a California corporation is hereby approved.

2. That effective on or about July 1, 1995 all reference to WCHS of Wisconsin, as a general partner in the partnership agreement dated June 2, 1985 as amended shall be changed to WCHS, Inc., a California corporation.

3. That in all other respects the partnership agreement dated June 2, 1985 as amended for the general partnership known as Milwaukee Health Service Systems shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused these presents to be executed on the date set forth following the authorized signatures.

Dated: 11/7/99	WCHS of Wisconsin
	By:	/s/ illegible
Dated: 2/18/99	CORAL HEALTH SERVICES, INC.
	By:	/s/ illegible

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FIFTH AMENDMENT

TO THE PARTNERSHIP AGREEMENT OF

MILWAUKEE HEALTH SERVICE SYSTEMS

This Fifth Amendment to the partnership agreement of MILWAUKEE HEALTH SERVICE SYSTEMS, a general partnership, is made as of the 28^th day of December, 1990, WCHS, INC., as successor in interest of WCHS of WISCONSIN, and CORAL HEALTH SERVICES, INC., the general partners thereof.

RECITALS

WHEREAS, on or about the 2^nd day of June, 1985 a written partnership agreement for the conduct of the business known as Milwaukee Health Service Systems, was entered into, and

WHEREAS, Section 12 of the partnership agreement, entitled: “Transfers of Partnership Interest”, prohibits the transfer of any interest in the partnership without the written consent of the other partner, and

WHEREAS, Section 18 of the partnership agreement provides that the partnership agreement may be amended only by the written agreement of all partners.

WHEREAS, Coral Health Services, Inc. was originally incorporated under and by virtue of the laws of the State of Indiana and the business of the corporation and this partnership is carried on in the State of Wisconsin and not the State of Indiana, and by virtue thereof Coral Health Services, Inc. has caused a new corporation to be formed under the laws of the State of Wisconsin followed by the dissolution of the corporation in the State of Indiana, and the interest of Coral Health services, Inc. as an Indiana corporation, in this partnership has been transferred to Coral Health services, Inc. as a Wisconsin corporation, and the consent, approval and ratification thereof is necessary to comply with the partnership agreement of Milwaukee Health Service Systems, and

WHEREAS, the partners desire to amend the written partnership agreement with respect thereto.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. That effective on January 1, 1991, the transfer of all of the interest of Coral Health Services, Inc. as an Indiana corporation, as a general partner to Coral Health Services, Inc. as a Wisconsin corporation is approved and ratified.

2. That effective on January 1, 1991 all reference to Coral Health Services, Inc., an Indiana corporation as a general partner in the partnership agreement dated June 2, 1985 shall be changed to Coral Health Services, Inc., a Wisconsin corporation.

3. That in all other respects the partnership agreement dated June 2, 1985 as amended for the general partnership known as Milwaukee Health Service Systems shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties have caused these presents to be executed on the date set forth following the authorized signatures.

Dated: 10/7/99	WCHS, Inc.
	By:	/s/ illegible
Dated: 2/18/99	CORAL HEALTH SERVICES, INC.
	By:	/s/ illegible

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ADDENDUM TO MILWAUKEE HEALTH SERVICE SYSTEMS

A GENERAL PARTNERSHIP

November 17, 1992 the partners met and voted unanimously to change the distribution of profits as follows:

That the present 60:40 distribution continue forward based on gross revenues of 1.475 million; sixty percent representing thirty percent distribution to WCHS ‘G’, Inc. and thirty percent distribution to WCHS ‘B’ Inc. with forty percent distribution to Coral Health Services, Inc.

That the distribution thereafter on gross revenues in excess of 1.475 million will be 50;50; fifty percent representing twenty five percent distribution to WCHS ‘G’, Inc. and twenty five percent distribution to WCHS ‘B’, Inc. with fifty percent distribution to Coral Health Services, Inc.

The described distribution plan includes present and future clinic operations in the State of Wisconsin under the partnership.

AGREED AND APPROVED:

/s/ illegible		/s/ illegible
GALEN E. ROGERS	NELL KENDRICK	ROBERT B. KAHN	WILLIAM MARSHALL
WCHS ‘G; INC.	CORAL HEALTH INC.	WCHS ‘B’ INC.	CORAL HEALTH INC.

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EX-3.7

Exhibit 3.7

PARTNERSHIP AGREEMENT

OF

SAN DIEGO TREATMENT SERVICES, INC.

This Partnership Agreement (this “Agreement”) is entered into and effective as of May 1, 1987, by and between San Diego Treatment Services (B), Inc. a California corporation (hereinafter “B”), San Diego Treatment Services (J), Inc. a California corporation (hereinafter “J”), P.A.S. Defined Benefit Pension Plan (hereinafter “P.A.S.”), and Joyce Howerton Revocable Trust No. 1 (hereinafter “J.H.R.T. No. 1”), hereinafter collectively referred to as “the Partners”.

1. New Partnership. The Partners desire to form a general partnership pursuant to Chapter 1 of Title 2 of the California Corporations Code upon the terms, agreements and conditions hereinafter set forth.

2. Name of Partnership. The name of the Partnership shall be “San Diego Treatment Services.” The Partnership shall record with the Office of the Recorder of the County of San Diego and with such other and further Counties in which the Partnership shall engage in any business activity, a Statement of Partnership, setting forth the names of the Partners, and stating that the signatures of both B and J are required to bind the Partnership and to convey any Partnership property, real or personal. The Partnership shall sign and cause to be filed in any County deemed necessary for the furtherance of the Partnership’s activities, an appropriate Fictitious Business Name Statement.

3. Place of Business. The Partnership’s principal place of business shall be 1665 East Fourth Street, Suite 211, Santa Ana, California 92701. Such principal place of business may be changed from time to time, and such other and further place of business may be established with actions taken in accordance with the provisions of this Agreement that govern management of the Partnership’s business affairs.

4. Term of Partnership. The Partnership shall commence as of the date of this Agreement and shall continue until this Agreement is dissolved as provided herein.

5. Purpose of Partnership. The purpose of the Partnership is to engage in the business of owning and operating clinics providing alcohol and drug rehabilitation treatment and ancillary medical services in the county of San Diego.

6. Capital Contributions.

(a) Initial Contributions. Each Partner’s initial capital contribution shall consist of the assets listed in Exhibit A attached hereto and incorporated herein by this reference. Concurrent with the execution of this Agreement, the Partners shall convey such assets to the Partnership.

(b) Withdrawal of Contributions. Except as otherwise herein provided, no portion of the Partnership capital may be withdrawn by a Partner at any time without the written consent of the other Partner.

(c) Interest on Contributions. No Partner shall be entitled to interest on his contribution to the capital of the Partnership.

(d) Allocation of Partnership Interests. Each of the Partners herein is hereby allocated the following respective interests in the Partnership (a “Partnership Interest”);

(1) B - 49%

(2) J - 49%

(3) P.A.S. -1%

(4) J.H.R.T. No. 1 -1%

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7. Additional Capital Contributions.

(a) It is anticipated that the business of the Partnership, and the development of the business opportunities selected by the Partnership, may require additional capital contributions by the Partners. Unless otherwise agreed to, said additional capital contributions as required, shall be made in cash and at such time and in such amounts as is agreed by both of the Partners. No Partner shall be allowed to make an additional capital contribution without the written consent of the other Partner.

(b) If the Partners agree to unequal capital contributions, their respective Partnership Interests shall be adjusted to reflect each Partner’s different level of investment in the Partnership; provided, however, that to the extent that such additional capital contributions are linked to concurrent increases in Partnership liabilities, each Partner’s Partnership Interest may be increased to reflect this assumption of liabilities.

8. Profits and Losses. The net profits and net losses of the Partnership, and for tax purposes each item of income, gain, loss, deduction or credit, shall be allocated to the Partners in proportion to their respective Partnership Interests. As used herein “net profits” and “net losses” shall be computed in accordance with the same method of accounting consistently applied, and on the same basis as that used, in the preparation of the Partnership’s information tax return for Federal income tax purposes.

9. Distributions. Distributions of the Partnership funds to the Partners shall be made only upon the consent of both Partners.

10. Partnership Accounting.

(a) Accounting Method. The Partnership shall keep its accounting records and shall report its income for income tax purposes on a calendar year basis and

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according to the cash method of accounting. The accounting for Partnership purposes shall be in accordance with generally accepted accounting principles applied in a consistent manner.

(b) Books and Records. The accounting and other records of the Partnership shall be maintained at the principal place of business of the Partnership or at such other place as may be designated in writing by the Partners, and shall be available for inspection by the Partners at all reasonable times during normal business hours.

(c) Capital Accounts. An individual capital account shall be maintained for each Partner. Each Partner’s capital account shall consist of his capital contributions increased by his share of Partnership profits, decreased by any distributions to such Partner, and decreased further by his share of Partnership losses. A debit balance in a Partner’s capital account, whether by virtue of withdrawals in excess of his respective share of Partnership profits of by charging such Partner for his share of Partnership losses, shall constitute an obligation of such Partner to the Partnership.

(d) Financial Statements. A balance sheet of the Partnership at the end of each fiscal year, together with a statement of earnings for the twelve (12) months then ended, shall be prepared by the Partners or by the Partnership’s independent public accountants at the end of each fiscal year, and copies thereof, together with copies of the proposed federal and California informational tax returns for the partnership for such year, shall be furnished to each Partner within a reasonable time following the end of each such year.

11. Bank Accounts. All funds of the Partnership shall be deposited in the name of the Partnership in an account in such bank as shall be determined by the Partners, and

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all withdrawals or disbursements from said account shall be made by check drawn in the Partnership’s name upon such account and signed on behalf of the Partnership by any one of the Partners.

12. Duties and Management.

(a) Duties. In accordance with the provisions of this Agreement, the Partners shall devote such time to the Partnership as shall be necessary to conduct the Partnership’s business and to operate and manage the Partnership in a reasonably efficient manner.

(b) Management. No act shall be taken, or sum expended, or obligation incurred by the Partnership within the scope of a major decision as defined below except with the consent of both Partners holding a forty-nine percent (49%) interest in the Partnership. A “major decision” shall be defined as follows:

(1) Acquisition or establishment of any clinic or and interest therein;

(2) Terms and conditions of financing of the Partnership’s operations and acquisitions;

(3) Establishment of or participation in a joint venture or partnership with third parties.

(4) The sale, assignment, hypothecation, encumbrance, pledge, transfer, and/or conveyance, voluntarily or involuntarily, of all or of any portion of any asset of the Partnership;

(5) Incurring any obligations in excess of Thirty Thousand Dollars ($30,000.00) or borrowing money in excess of Thirty Thousand Dollars ($30,000.00) in the name or on the credit of the Partnership;

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(6) Determination of whether or not distributions of income or capital should be made to the Partners, when they should be made, and in what amounts;

(7) Loan any Partnership funds;

(8) Cause the Partnership to become bailee, surety, or endorser for any third person or entity;

(9) Enter into any contract, lease, agreement, or other arrangement on behalf of the Partnership with any party or entity related to or affiliated with any Partner or with respect to which any Partner is affiliated or has an interest in, directly or indirectly;

(10) Assign the Partnership’s property in trust for the benefit of creditors;

(11) Do any other act which would make it impossible to carry on the ordinary business of the Partnership;

(12) Confess a judgment; or

(13) Submit a Partnership claim or liability to arbitration or reference.

(c) Each Partner shall have a voice in the management and conduct of the partnership business in proportion to his Partnership interest. No major decision shall be made in contravention of this Agreement without the agreement of both Partners holding a forty-nine percent (49%) interest in the Partnership.

13. Distribution of Surplus Funds. The Partnership shall distribute to the Partners such surplus cash available for distribution as the Partners shall agree before the end of each year. Distributions shall be to the Partners in proportion to their respective Partnership Interests. Surplus funds shall be deemed available for the purpose of distribution after reasonable provisions has been made for operating expenses, contingencies, and amortization of debt, if any.

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14. Indemnity. Each Partner hereby agrees to indemnify and save harmless the Partnership and the other Partners from against any loss or liability in any way arising out of any breach by such Partner of this Agreement, or of any liability imposed upon the Partnership or the other Partner by reason of any acts of such Partner in violation of the terms hereof, or which are not authorized hereby. In the event that the Partnership is made a party to any obligation or otherwise incurs any losses or expenses as a result of or in connection with personal obligations or liabilities of any Partners unconnected with Partnership business, such Partner shall indemnify and reimburse the Partnership for all such expenses incurred, including attorney’s fees incurred with attorneys of the Partnership’s choice, and the capital account or interest of such Partner in this Partnership may be charged therefor.

15. Non-Transferability.

(a) Except as otherwise set forth herein, a Partner’s interest in the Partnership shall not be transferred, in whole or in part, and any other purported transfer of all or part of a Partner’s interest shall be void and of no effect against the Partnership, the other Partner, any creditor of the Partnership, or any claimant against the Partners.

(b) A Partner may transfer, assign, sell or convey all or part of his Partnership Interest only as follows:

(1) To the Partnership or to any other Partner;

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(2) To a corporation if, immediately following the transfer, the Partner making the transfer owns one hundred percent (100%) of the corporation’s voting shares; or

(3) To a trust of which the Partner is the sole trustee; or

(4) To any person, after the Partner making the transfer has first offered the other Partner such Partnership interest as provided herein.

(i) Right of First Refusal. If any Partner (hereinafter referred to as the “Selling Partner”) receives an offer, whether or not solicited by him, from a person not then a Partner to purchase all or any portion of his Partnership Interest, and if the Selling Partner receiving the offer is willing to accept such offer, he shall give written notice of the amount, the terms of the offer, the identity of the proposed transferee, and his willingness to accept the offer to the other corporate Partner, i.e., to J, if the offer is received by Robert Kahn, and vice-versa (hereinafter referred to as the “Non-Selling Partner”). In the case of a sale by P.A.S., B shall have a right of first refusal to purchase said interest in the Partnership. In the case of a sale by J.H.R.T. No. 1, J shall have a right of first refusal to purchase said interest in the Partnership. The, Non-Selling Partner shall have the option, within sixty (60) days after such notice is given, to purchase the entire designated Partnership Interest, and not less than the entire designated Partnership interest or designated portion of the Partnership interest of the Selling Partner on the same terms and conditions as those contained in the offer.

(ii) Duties of Non-Selling (Purchasing) Partner. On any purchase and sale being made pursuant to the provisions of this Agreement, the Non-Selling Partner purchasing the Selling Partner’s interest shall assume all obligations of

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the Partnership, and shall hold the Selling Partner, and the property of any such Selling Partner, free and harmless from all liability for such obligations. Further, such Non-Selling (Purchasing) Partner, at his own cost and expense, shall immediately cause to be prepared, filed, served and published all such notices as may be required by law to protect the Selling Partner from liability for the future obligations of the Partner’s business.

(iii) Rejections. In the event that the Non-Selling Partner does not elect to purchase the Partnership interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell his Partnership interest to the transferee specified in the notice in strict accordance with the terms and conditions set forth in such notice. Any change in such terms and conditions shall require a new notice and offer to the Non-Selling Partner.

(c) No Partner may assign, pledge, encumber, sell or otherwise dispose of his interest as a Partner in this Partnership except as provided hereinabove, or with the written consent of the other Partner.

16. Dissolution of Partnership.

(a) Events Causing Dissolution. Except as otherwise herein provided, the Partnership shall be dissolved only upon:

(1) the entry of a charging order or an order for relief under Title 11, United States Code as to any Partner;

(2) an order of insolvency under State law as to any Partner;

(3) an assignment by a Partner for the benefit of his creditors; or

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(4) the written agreement of the Partners to dissolve the Partnership.

(b) Liquidation and Distribution. Except as otherwise provided herein, upon a dissolution of the Partnership for any reason, the Partners or the remaining Partners, in the event of a dissolution as described in Subsections (a)(1) through (4) of this Section 35, shall proceed to liquidate the Partnership, and distribute any proceeds from such liquidation, together with any assets distributable in kind, first to the satisfaction of the debts and liabilities of the Partnership (including any loans to the Partners), then to the Partners in the amount necessary to equalize the capital accounts of the Partners, and, thereafter, to the Partners in proportion to their respective Partnership interest; provided that if one or both Partners have capital accounts of less than zero, each such Partner shall contribute to the Partnership sufficient funds to equalize the negative capital balances or to bring such Partner’s capital balance to zero, as the case may be. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors. Upon complying with the foregoing distribution plan, the Partners shall execute and cause to be published and filed an appropriate notice of dissolution of the Partnership.

17. Additional Partners. Additional Partners may not be admitted to the Partnership unless all Partners shall agree in writing prior to such admission, and an amended Partnership Agreement is executed among all Partners, acceptable to all Partners.

18. Title to Property. Partnership property shall be held by the Partnership subject to the terms and provisions hereof. Title to and ownership of all assets of the Partnership shall be held in the name of the Partnership, or in such other name or names as a majority of the Partners may designate.

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19. Partnership Losses Due to Partner’s Individual Liabilities. Each Partner agrees to indemnify and hold harmless the other Partners and the Partnership from and against all losses, costs, damages, claims, liabilities or expenses (including attorneys’ fees incurred with an attorney of the indemnitee’s choice) arising out of, resulting from, or in connection with personal obligations or liabilities of any Partner. In the event the Partnership is made a party to any litigation, or otherwise incurs any losses or expenses as a result of, or in connection with, personal obligations or liabilities of any Partner, and in particular any charging order, such Partner shall reimburse the Partnership for all such reasonable expenses incurred, including attorneys’ fees incurred with an attorney of the Partnership’s choice, and the capital account of such Partner in the Partnership shall be charged therefor.

20. Financial Data. Each Partner shall furnish any financial data with respect to itself, if any, as reasonably required in connection with the procuring of financing for the Partnership’s business.

21. Additional Documents. Each Partner agrees to execute with acknowledgement and affidavit if required, all documents and writings including financing agreements and financial statements which may be necessary, expedient, or required for the creation of the Partnership, and the achievement of its purposes.

22. Counterparts and Execution. This Partnership Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement, and all of which shall constitute one agreement.

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23. Notices. Any notices required or permitted to be given hereunder to any Partner shall be deemed given when mailed postage prepaid via registered or certified United States mail, addressed to the Partner at the address of such Partner shown adjacent to his signature to this Agreement, or at such other address as may be specified by the Partner by notice duly given to all other Partners.

24. Conflict. It is the intention and agreement of the Partners hereto that this entity shall be and constitute a partnership and nothing else. In the event that at any time anything in this agreement shall be in conflict with government rulings, laws, regulations, or decisions relating to federal income taxes as they may apply to the organization and conduct of a partnership, such laws, rulings, regulations or decisions, as the case may be, shall prevail, it being the intention of the Partners that this Partnership shall, for tax purposes, operate within the framework thereof.

25. Severability. In the event that any provisions of this agreement shall be determined to be invalid or unenforceable, prohibited by the laws of the State or place where it is performed, this agreement shall be considered divisible as to such provisions, and such provisions shall be inoperative and shall not be a part of the consideration moving from any part to the other, and the remaining provisions of this agreement shall be valid and binding and of like effect as though such invalid, unenforceable, or prohibited provisions were not included herein.

26. Arbitration. In the event of any dispute or disagreement between any of the Partners affecting the Partners’ respective rights in the Partnership or the interpretation of this Agreement, the disputing Partners shall set forth their respective positions and disagreements in writing and give notice of the same to each other, and make a good faith

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effort to resolve the dispute or disagreement. If the dispute is not settled at the expiration of fifteen (15) days from the time such notice is received, then the entire matter shall be submitted to binding arbitration. The arbitration shall be conducted under the rules set forth in the Code of Civil Procedure of the State of California, except to the extent that the parties at that time may agree upon other rules. The arbitrator shall be bound to the strict interpretation and observance of the terms of this agreement. The successful party to any arbitration shall be awarded all costs and attorney’s fees attributable to the arbitration and the dispute or controversy to which it relates.

27. Governing Law. This agreement is executed at San Diego, California, and intended to be performed in the State of California, and the laws of said State shall govern its interpretation and effect.

26. Attorneys’ Fees. In the event arbitration or litigation is necessary to enforce any of the provisions of this agreement, the prevailing party therein shall be entitled to all costs and reasonable attorney’s fees incurred in connection therewith.

29. Entire Agreement.

(a) this instrument contains the entire agreement of the parties relating to the rights granted and obligations assumed by this agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent writing signed by the party to be charged therewith.

(b) This agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by each person who is then a Partner.

30. Captions. All sections, titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of this agreement.

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31. Variations of Pronouns. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons or entity may require.

32. Binding on Successors. Subject to the restrictions against transfer as herein contained, this agreement shall inure to the benefit of and shall be binding upon the assigns and successors in interest of each of the parties hereto.

33. Waiver. No waiver of any provision of this agreement shall be deemed to be or constitute a continuing waiver of any other provision unless otherwise expressly provided in writing.

34. Interpretation. This agreement shall not be interpreted in favor of or against any Partner because that Partner or that Partner’s legal counsel drafted this Agreement, but, rather, it shall be interpreted as if all Partners contributed equally to its preparation.

SAN DIEGO TREATMENT SERVICES (B), INC.
By	/s/ Robert Kahn
	ROBERT KAHN, President
	6060 Mission Gorge Road
	San Diego, CA 92120
SAN DIEGO TREATMENT SERVICES (J), INC.
By	/s/ Joyce Howerton
	JOYCE HOWERTON, President
	1665 East Fourth Street, Suite 211
	Santa Ana, CA 92701

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P.A.S. DEFINED BENEFIT PENSION PLAN
By	/s/ Robert Kahn
	ROBERT KAHN, President
	6060 Mission Gorge Road
	San Diego, CA 92120
JOYCE HOWERTON REVOCABLE TRUST NO. 1
By	/s/ Joyce Howerton
	JOYCE HOWERTON, Trustee

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EX-3.8

Exhibit 3.8

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

THE CAMP RECOVERY CENTERS, L.P.

A CALIFORNIA LIMITED PARTNERSHIP

TABLE OF CONTENTS

		Page
SECTION 1 FORMATION AS LIMITED PARTNERSHIP		1
1.1	Name and Principal Office	1
1.2	Purpose	1
1.3	Addresses of the Partners	1
1.4	Term of the Partnership	2
1.5	Required Documents	2
SECTION 2 CAPITALIZATION OF THE PARTNERSHIP		2
2.1	Capital Contributions	2
2.2	Admission of Substituted or Additional Limited Partners	3
2.3	Withdrawal and Return of Capital	3
2.4	Loans to the Partnership	3
2.5	Limitation of Liability	4
2.6	Percentage Interests	4
SECTION 3 PARTNERSHIP ACCOUNTING AND DIVISION OF PROFITS		4
3.1	Fiscal Year/Accounting Method	4
3.2	Definitions	5
3.3	Allocation of Income and Losses	7
3.4	Non-Liquidating Distributions	10
3.5	Partnership Records	10
3.6	Partnership Reports and Tax Information	10
3.7	Tax Matters Partner	10
3.8	Valuation of Distributions in Kind	11
SECTION 4 ADMINISTRATIVE PROVISIONS		11
4.1	Power of Limited Partners	11

TABLE OF CONTENTS (CONT’D)

		Page
4.2	Management by the General Partner	11
4.3	Financial Disclosures	13
4.4	Reimbursement of the Partners	13
4.5	Fees and Expenses	13
4.6	Competing Ventures	13
SECTION 5 TRANSFER OF A PARTNERSHIP INTEREST		14
5.1	Compliance With This Agreement	14
5.2	Substituted Limited Partner	14
5.3	Additional Limited Partners	15
5.4	Removal of the General Partner	15
SECTION 6 DISSOLUTION/TERMINATION OF PARTNERSHIP		15
6.1	Dissolving Events	15
6.2	Successor General Partner	15
6.3	Winding Up of the Partnership	16
6.4	Incorporation	17
SECTION 7 LIABILITY AND INDEMNIFICATION OF THE GENERAL PARTNER		18
7.1	Liability	18
7.2	Indemnification	18
SECTION 8 POWER OF ATTORNEY		18
SECTION 9 GENERAL PROVISIONS		19
9.1	Special Meetings	19
9.2	Entire Agreement	19
9.3	Amendments	19

ii

TABLE OF CONTENTS (CONT’D)

		Page
9.4	Severability	19
9.5	Counterparts	19
9.6	Survival of Rights	19
9.7	Additional Documents	20
9.8	Arbitration and Attorney’s Fees	20
9.9	Notices	20
9.10	Gender	20

EXHIBIT A	EXISTING LIMITED PARTNER COUNTERPART SIGNATURE PAGE FOR THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P.
EXHIBIT B	EXISTING EMPLOYEE/CONTRACTOR LIMITED PARTNER COUNTERPART SIGNATURE PAGE FOR THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P.
EXHIBIT C	DECEMBER 1998 NEW INVESTMENT LIMITED PARTNER COUNTERPART SIGNATURE PAGE FOR THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P. A CALIFORNIA LIMITED PARTNERSHIP

iii

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

THE CAMP RECOVERY CENTERS, L.P.

THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of The Camp Recovery Centers, L.P., a California limited partnership (the “Partnership”), executed among CRC Recovery, Inc., a Delaware corporation, as General Partner and the Existing Partners, as defined herein, is amended and restated in its entirety effective as of December 15, 1998 (the “Effective Date”), by admitting the persons listed as new December 1998 Investment Limited Partners who have executed counterpart signatures pages in the forms attached as Exhibit C and otherwise restating the Agreement in its entirety as set forth herein.

IN CONSIDERATION OF the terms and conditions herein, the Partners agree as follows:

SECTION 1

FORMATION AS LIMITED PARTNERSHIP

1.1 Name and Principal Office. The Partnership was formed as a limited partnership pursuant to the California Revised Limited Partnership Act (the “Act”) on September 7, 1995. The business of the Partnership shall continue to be conducted under the name of The Camp Recovery Centers, a California limited partnership. The principal office of the Partnership is located at 1111 Middle Avenue, Menlo Park, California 94025, or at such other place as may be designated in writing by the General Partner.

1.2 Purpose. The purpose of the Partnership is to operate the Camp and Azure Acres, to acquire and operate one or more other alcohol and drug abuse treatment facilities for adults and adolescents and to engage in any and all such activities necessary or incidental to the foregoing.

1.3 Addresses of the Partners.

(a) General Partner. The name and place of business of the General Partner are as follows:

CRC Recovery, Inc.

1111 Middle Avenue

Menlo Park, CA 94025

(b) Limited Partners. The name and address of each of the Limited Partners is set forth on his respective counterpart signature page attached hereto.

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1.4 Term of the Partnership. The Partnership commenced as a Limited Partnership on September 7, 1995, and shall continue until December 31, 2015, unless earlier dissolved and terminated in accordance with Section 6 of this Agreement, by operation of law or unless continued by agreement of all the Partners.

1.5 Required Documents.

(a) Partnership Documents. The General Partner shall execute, acknowledge, and cause to be filed, recorded and amended, as necessary, any amendments to the Certificate of Limited Partnership of the Partnership, and any other documents required, pursuant to applicable law.

(b) Other Documents. The Limited Partners shall execute and acknowledge as requested by the General Partner such documents as may be required from time to time in order to reflect any change in the composition of the Partnership or amendment of this Agreement agreed to by the requisite Partners under this Agreement.

SECTION 2

CAPITALIZATION OF THE PARTNERSHIP

2.1 Capital Contributions. The Partners have made or shall make the capital contributions to the Partnership as follows:

(a) General Partner. The General Partner has previously made a capital contribution of Twelve Thousand One Hundred Dollars ($12,100) to the Partnership. The General Partner shall not be required to make any additional Capital Contributions to the Partnership except as set forth in this Section 2.1(a) or in Section 3.3(d).

(b) Limited Partners.

(i) (A) Each person identified as an “Existing Limited Partner” on his counterpart signature page attached hereto in the form of Exhibit A, has previously made a capital contribution in that capacity to the Partnership as set forth on such counterpart signature page.

(B) Each person identified as an “Existing Employee/Contract Limited Partner” on his counterpart signature page, attached hereto in the form of Exhibit B, has previously made a capital contribution to the Partnership as set forth on that counterpart signature page.

(ii) Except as otherwise set forth in this Section 2.1(b)(ii), the General Partner shall hold one or more closings not later than January (each of which is referred to as a “Closing”) of the Partnership upon the acceptance of subscriptions from investors, including any Existing Partner, (each of those investors is referred to hereafter as a “December 1998 New Investment Limited Partner”) for interests as Limited Partners representing in the aggregate not

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less than One Million Five Hundred Thousand Dollars ($1,500,000), the “Minimum Amount” and not more than Three Million Dollars ($3,000,000), the “Maximum Amount”. No December 1998 New Investment Limited Partner may be admitted subsequent to January 31, 1999 (the “Final Closing”), except as provided in Sections 2.2 or 5 or as otherwise set forth in this Section 2.1(b)(ii), without the consent of the General Partner and a Majority-in-Interest of the Limited Partners. Notwithstanding the foregoing, if December 1998 New Investment Limited Partners have not committed to make aggregate capital contributions to the Partnership equal to the Maximum Amount by January 31, 1999, the General Partner, in its sole discretion, may extend the date of the Final Closing to April 1, 1999. Except as determined in the General Partner’s discretion, the minimum subscription from a December 1998 New Investment Limited Partner shall be Fifty Thousand Dollars ($50,000).

(iii) The Capital Contribution of each December 1998 New Investment Limited Partner, will be paid in cash (or in the discretion of the General Partner by contribution of property or cancellation of Partnership indebtedness to such Partner) on or before the Closing at which the December 1998 New Investment Limited Partner is admitted to the Partnership.

2.2 Admission of Substituted or Additional Limited Partners.

(a) The General Partner may without the consent of any Limited Partner admit any Substituted Limited Partner pursuant to Section 5.2 and admit any Additional Limited Partner pursuant to Section 5.3.

(b) The admission of an additional Limited Partner or a Substituted Partner shall not cause dissolution of the Limited Partnership.

2.3 Withdrawal and Return of Capital.

(a) Withdrawal of Capital. A Limited Partner may not withdraw any portion of such Limited Partner’s capital contribution to the Partnership except with the prior written consent of the General Partner, or as otherwise specifically provided in this Agreement. Except as provided in this Agreement, the General Partner may not withdraw any portion of the General Partner’s capital contribution to the Partnership without the prior consent of a Majority-in-Interest of the Limited Partners.

(b) Return of Capital Not Guaranteed. The General Partner shall not be personally liable for the return of the capital contributions of the Limited Partners, or any portion thereof, except as provided by law or this Agreement.

2.4 Loans to the Partnership. Any permitted loan to the Partnership or permitted advance of money for the benefit of the Partnership made by a Partner (a “Lending Partner”) shall not increase the Lending Partner’s Capital Account, entitle the Lending Partner to any greater share of Partnership distributions, or subject the Lending Partner to any greater proportion of Partnership Income or Losses. The amount of the loan or advance shall be a debt owed by the Partnership to the Lending Partner bearing interest and on other terms and conditions as are agreed to by the Lending Partner and the General Partner.

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2.5 Limitation of Liability. The liability of each Limited Partner for Partnership losses shall in no event exceed, at any time, the aggregate amount of such Limited Partner’s required capital contributions to the Partnership. The foregoing shall not limit a Limited Partner’s obligation to return Partnership distributions to the extent required by Section 15666 of the Act.

2.6 Percentage Interests. The Partners shall have Units as follows:

Name	Units
General Partner	2400 + (.0002 x Proceeds)
Existing Limited Partners based on their respective Capital Contributions as of December 14, 1998	8400 + (.0007 x Proceeds) – Units allocable to December 1998 New Investment Limited Partners
December 1998 New Investment Limited Partners based on their respective Capital Contributions	1 Unit per $1,000 (minimum of 1,500 and maximum of 3,000)
Employee/Contract Limited Partners	1200 + (.0001 x Proceeds)
Existing Employee/Contract Limited Partners admitted pursuant to this Section 2.6 prior to the Effective Date based on their Units as of December 14, 1998	292.15/484 x [1200 + Proceeds x (1/10,000 - 1/7,000)]

In addition, for any year or part thereof of the Partnership, the General Partner may, but shall not be required to, allocate additional Units calculated as follows: 475.661157 + (Proceeds x 0.000125869) to one or more additional Employee/Contract Limited Partners, other than Dr. Barry W. Karlin and Daniel S. Newby, who perform services for the Partnership or the General Partner in connection with the Partnership’s business and who are admitted pursuant to the provisions of Section 5.3. The Percentage Interest of each Partner for any year or part thereof of the Partnership, shall be the percentage determined by dividing the Partner’s total Units (as adjusted pursuant to the provisions of this Agreement) by the total Units of all of the Partners for such year or part thereof.

SECTION 3

PARTNERSHIP ACCOUNTING AND DIVISION OF PROFITS

3.1 Fiscal Year/Accounting Method. The fiscal year of the Partnership shall be the calendar year. Contributions by Partners shall be kept in a bank account of the Partnership for the benefit of the Partnership to assure application of such funds for Partnership purposes. The

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Partnership books shall be kept on the cash or accrual basis as determined by the General Partner. Partnership funds shall not be commingled with the funds of a General Partner or any other person.

3.2 Definition.

(a) “Affiliate” of a Partner means any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with such Partner. For purposes of this Agreement, Barry W. Karlin and Daniel S. Newby shall be considered Affiliates of the General Partner.

(b) “Azure Acres” means the alcohol and drug abuse treatment facility currently operated by the Partnership in Sebastpol, California, known as Azure Acres and any and all related outpatient facilities.

(c) “Camp” means the alcohol and drug abuse treatment facility currently operated by the Partnership in Scotts Valley, California, known as the “Camp” and any and all related outpatient facilities.

(d) “Capital Account” shall be maintained for each Partner. Each Partner’s capital account in such capacity shall be:

(i) increased by (1) the aggregate amount of cash contributions to the Partnership in such capacity by such Partner, (2) such Partner’s share of Partnership Income in such capacity, (3) the fair market value of property contributed by the Partner in such capacity net of liabilities secured by such property that the Partnership is considered to assume or take subject to under Section 752 of the Code, and (4) the amount of any other upward adjustment to the Partner’s capital account required under Treasury Regulation Section 1.704-1(b), or any successor thereto; and

(ii) decreased by (1) cash distributions to such Partner in such capacity from the Partnership (other than to any Partner in repayment of any loan or advance), (2) such Partner’s share of Partnership Losses in such capacity, (3) the fair market value of property distributed to the Partner in such capacity by the Partnership net of liabilities secured by such property that such Partner is considered to assume or take subject to under Section 752 of the Code, and (4) the amount of any other downward adjustment to the Partner’s capital account required under Treasury Regulation Section 1.704-1(b), or any successor thereto.

For purposes of computing the balance in a Partner’s capital account, no credit shall be given for any capital contribution which the Partner is obligated to make until such contribution is actually made. For purposes of this Agreement, a transferee of any part of the interest of a Partner who is admitted as a Partner shall be deemed to have made the capital contributions which were made by the Partner with respect to the interest to which the transferee succeeds and to have received from the Partnership the credits, allocations and charges received from the Partnership by such transferor Partner with respect to the transferred interest.

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Notwithstanding any other provision in this Agreement, the capital accounts of the Partners shall be maintained in accordance with Treasury Regulation Section 1.704-1(b), or any successor thereto.

(e) “Capital Contribution” means a contribution made by a Partner to the capital of the Partnership pursuant to Section 2.

(f) “Closing” means the Closing at which one or more New Investment Limited Partners are admitted to the Partnership pursuant to Section 2.1(b)(ii).

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(h) “December 1998 New Investment Partner” means a person who has executed a counterpart signature page in the form attached as Exhibit C.

(i) “Distributable Cash” means any cash of the Partnership available after paying all ordinary and necessary expenses of the Partnership (including the Management Fee) and current amortization of any debt of the Partnership, and after establishing reserves to meet current or reasonably expected obligations of the Partnership and other purposes and uses of the Partnership to the extent the General Partner determines that such reserves are necessary or advisable; provided, however, that Distributable Cash shall not include any cash if the payment of such cash to the Partners would be restricted or prohibited by any note, mortgage, deed of trust or other agreement to which the Partnership is a party or by which the Partnership is bound.

(j) “Effective Date” means December 15, 1998.

(k) “Employee/Contract Limited Partner” means a person who performs services for the General Partner or the Partnership and is allocated one or more Units by the General Partner pursuant to Section 2.6.

(1) “Existing Employee/Contract Limited Partner” means a person who was admitted as an Employee/Contract Limited Partner prior to the Effective Date.

(m) “Existing Limited Partner” means any Limited Partner, admitted to the Partnership prior to the Effective Date other than an existing Employee/Contract Limited Partner.

(n) “Existing Partner” means any Partner admitted to the Partnership prior to the Effective Date.

(o) “Final Closing” has the meaning set forth in Section 2.1(b)(ii).

(p) “Income” and “Losses.” The Partnership’s “Income” and “Losses” shall be determined as of December 31 or any other year end of each year of the Partnership, and shall be deemed to mean the income and losses of the Partnership for Federal income tax purposes as determined by the General Partner on the advice of the certified public accountant who prepares the Partnership’s federal income tax returns. “Income” shall include income exempt from Federal income taxation and “Losses” shall include expenditures described in

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Section 705(a)(2)(B) of the Code or treated as such under Treasury Regulation Section 1.704-1(b). Income or Losses upon the disposition of any property contributed to the Partnership shall be determined with respect to the book basis of such property instead of its income tax basis. Any items of gross income allocated pursuant to Sections 3.3(c)(ii) or 3.3(c)(iii) shall be excluded in determining Income or Losses for the year in which allocated.

(q) “Limited Partner” means any person admitted as a Limited Partner.

(r) “Majority-in-Interest of the Limited Partners.” A “Majority-in-Interest of the Limited Partners” shall mean as of any date, Limited Partners who hold a majority of the Percentage Interests of all Limited Partners as of that date.

(s) “Maximum Amount” has the meaning set forth in Section 2.1(b)(ii).

(t) “Minimum Amount” has the meaning set forth in Section 2.1(b)(ii).

(u) “Management Fee” has the meaning set forth in Section 4.5.

(v) “Original Existing Partner” means any Partner who held Units on December 31, 1997.

(w) “Partner” means any of the Limited Partners or the General Partners.

(x) “Percentage Interests” has the meaning set forth in Section 2.6.

(y) “Proceeds” means the aggregate Capital Contributions committed to the Partnership by the December 1998 New Investment Limited Partners pursuant to Section 2.1(b)(ii).

(z) “Substituted Limited Partner” has the meaning set forth in Section 5.2.

(aa) “Transfer” means any sale, exchange, transfer, gift, encumbrance, assignment, pledge, mortgage or other hypothecation or disposition, whether voluntary or involuntary; and

(bb) “Units” have the meaning set forth in Section 2.6.

3.3 Allocation of Income and Losses.

(a) Partnership Income. Partnership Income shall be allocated among the Partners as follows:

(i) First to the Partners in proportion to and to the extent of the amount by which the cumulative Loss allocations to them pursuant to first Section 3.3(b)(iii) and then Section 3.3(b)(ii) exceed cumulative income allocations to them pursuant to this Section 3.3(a)(i);

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(ii) Next, if such Income is from a sale or disposition of substantially all the assets of the Partnership:

(A) The first One Million One Hundred Eighty Thousand Dollars ($1,180,000) of such Income shall be allocated to the Original Existing Partners in proportion to and to the extent of their respective Units as of December 31, 1997; and

(B) The next Three Million Nine Hundred Eighty-Seven Thousand Dollars ($3,987,000) of such Income shall be allocated to the Existing Partners in proportion to and to the extent of their respective Units as of the date immediately preceding the Effective Date;

(iii) The balance to the Partners in accordance with their Percentage Interests.

(b) Partnership Losses. Partnership Losses shall be allocated among the Partners as follows:

(i) First, to the Partners in proportion to and to the extent of the amount by which the cumulative Income allocations to them pursuant to Section 3.3(a)(iii) exceed the cumulative Loss allocations to them pursuant to this Section 3.3(b)(i);

(ii) Next, to the Partners in proportion to and to the extent of the positive balances in their respective Capital Accounts;

(iii) The balance to the Partners in accordance with their Percentage Interests.

(c) Compliance with Allocation Requirements of the Code.

(i) Allocations of book and tax items with respect to property contributed by any Partner shall be made solely for federal income tax purposes as required by section 704(c) of the Code using the traditional method. Following any revaluation of the Partnership’s assets and the adjustment of any Partner’s Capital Account pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) to reflect such revaluation, the Partners’ Capital Accounts shall be adjusted for various items as computed for book purposes with respect to such revealed assets as required by Treasury Regulation Section 1.704-1(b) and the Partners’ shares of such items as computed for tax purposes with respect to such items shall be determined as required by Treasury Regulation Section 1.701-1(b).

(ii) Any provisions as are required to have a “qualified income” offset within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), or any successor thereto, and the provisions of that section defining a qualified income offset are included in this Agreement.

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(iii) Notwithstanding any other provision of this Agreement to the contrary, if in any year there is a net decrease in the amount of the Partnership’s Minimum Gain (within the meaning of Treasury Regulation section 1.704-2(d)), or any successor thereto, then each Partner shall first be allocated items of gross income for such year equal to that Partner’s share of the net decrease in Partnership Minimum Gain (within the meaning of Treasury Regulation section 1.704-2(g)(1), or any successor thereto).

(iv) Any allocations of items of Income or Loss pursuant to Sections 3.3(c)(ii) or (iii) shall be taken into account in computing subsequent allocations of Income or Losses pursuant to Sections 3.3(a) and (b) so that the net amounts of the allocations under this Section 3.3 shall, to the maximum extent possible, be equal to the net amounts that would have been allocated pursuant to this Section 3.3 if there had been no allocations pursuant to Sections 3.3(c)(ii) or (iii).

(v) Notwithstanding anything to the contrary in this Section 3.3, a Limited Partner shall not be allocated any item of Loss under this Agreement, if such allocation would create or increase a deficit balance in such Limited Partner’s capital account, reduced by the net adjustments, allocation and distributions described in Treasury Regulation section 1.704-1(b)(2)(ii)(d)(4), (5) and (6), or any successor thereto, which as of the end of the Partnership’s taxable year are reasonably expected to be made to such Partner, and increased by the sum of (i) any amount which the Partner is required to restore the Partnership upon liquidation of his interest in the Partnership (or which is so treated pursuant to Treasury Regulation section 1.704-1(b)(2)(ii)(c), or any Successor thereto, and (ii) the Partner’s share of the Partnership’s Minimum Gain (as determined under Treasury Regulation section 1.704-2(g)(1), or any successor thereto). Any such item of Loss shall instead be allocated solely to the General Partner. Unless otherwise required by Sections 3.3(c)(ii) or (iii), Income otherwise allocable to a Limited Partner under this Section 3.3 from any source (except for allocations required under Sections 3.3(c)(i), (ii) or (iii)) shall first be allocated to the General Partner to the extent and in the proportion that Losses from that source have been reallocated to the General Partner pursuant to this Section 3.3(c)(v).

(d) Negative Capital Account Restoration. If the General Partner has a deficit balance in its capital account following the liquidation of its interest in the Partnership, as determined after taking into account all capital account adjustments for the Partnership taxable year in which such liquidation occurs, the General Partner shall make a capital contribution to the Partnership in the amount of such deficit balance by the end of such taxable year. Any amounts contributed pursuant to this Section 3.3(d) shall, upon liquidation of the Partnership, be paid to the creditors of the Partnership or distributed to the Partners pursuant to Section 6.3(d), below.

(e) Allocations With Respect to Property Distributed in Kind. Except as provided in Section 6.3, any property distributed in kind by the Partnership shall, subject to Section 3.8, be valued at fair market value in good faith by the General Partner and treated as though the property were sold for such value which value shall be treated as Distributable Cash for all purposes of this Agreement. The difference between such value of the property distributed in kind and its book basis shall be treated as Income or Loss on the sale of the property and shall be credited or charged to the Partners in proportion to their respective shares of Income and Losses pursuant to this Section 3.3 as though actually recognized by the Partnership for Federal income tax purposes.

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3.4 Non-Liquidating Distributions.

(a) Distribution of Cash from Operations. Except as provided in Section 3.4(b), Distributable Cash shall be distributed to the Partners in accordance with their respective Percentage Interests.

(b) Distributions of Cash from a Sale or Other Disposition of the Partnership’s Assets. Distributable Cash from the sale or other disposition of substantially all of the Partnership’s assets shall be distributed to the Partners as provided in Section 6.3(d).

(c) In Liquidation of a Partner’s Interest. Any distribution made to a Partner as a result of the liquidation of such Partner’s interest in the Partnership within the meaning of Treasury Regulation Section 1.761-1(d), which liquidation is not a result of dissolution of the Partnership, shall be made in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the Partnership fiscal year during which such liquidation occurs through the date of such liquidation (other than those adjustments due to distributions pursuant to this Section 3.4(c)), by the end of such year or, if later, within 90 days after the date of such liquidation.

3.5 Partnership Records. The General Partner shall maintain, or cause to be maintained, appropriate books, records, and reports (including monthly financial statements to the extent available) for the Partnership in which each Partnership transaction shall be entered fully and accurately. All Partnership books, records, income tax returns and reports for the then-current and six (6) previous fiscal years (including monthly financial statements to the extent available), together with executed copies of this Agreement, the Certificate of Limited Partnership, and amendments to any of these documents, shall be maintained at the Partnership’s principal office and shall be available during reasonable business hours for inspection by any Partner (or the Partner’s representative). Each Partner shall have the right to make copies of any of the Partnership documents at his own expense.

3.6 Partnership Reports and Tax Information. The General Partner shall deliver to each Partner, within ninety (90) days after the end of each taxable year of the Partnership all information necessary for the preparation of each Partner’s state and Federal income tax returns. Unaudited financial statements of the Partnership prepared by a certified public accountant selected by the General Partner will be sent by the General Partner to the Partners within 120 days after the end of the Partnership’s fiscal year and may be sent by the General Partner to the Partners within 60 days after the end of each calendar quarter.

3.7 Tax Matters Partner. The General Partner shall be the “tax matters” partner for the purposes of the Code.

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3.8 Valuation of Distributions in Kind. Any distribution in kind shall be valued at fair market value as determined by the General Partner. If a Majority-in-Interest of the Limited Partners disagrees as to any such fair market value within fifteen (15) days of notice of such value from the General Partner, they as a group and the General Partner as a group shall each appoint an appraiser within fifteen (l5) days of their written notice to the General Partner of such disagreement. If either group fails to complete such appointment of an appraiser within said fifteen (15) days then that group shall be deemed to have waived its right to make an appointment and the value established by the appraiser timely appointed (or the value established by the General Partner if a Majority-in-Interest of the Limited Partners as a group fail to timely appoint its appraiser) shall be the fair market value of the property at issue.

If the two appraisers are timely appointed, they shall within thirty (30) days of the appointment of the last of them make a determination of the value of the property at issue and report to the Partners their independent findings. If there is not more than a five percent (5%) differential between the two appraisals (treating the value established by the lower appraisal as one hundred percent (100%), then the fair market value of such property will be the average of the two appraisals. If the two appraisals vary by more than five percent (5%) (treating the value established by the lower appraisal as on hundred percent (100%)), then the two appraisers will within thirty (30) days of the appointment of the last of them choose a third appraiser to make a final value determination which value shall be an amount not higher than the highest of or lower than the lowest of the two appraisals. If the two appraisers cannot agree on the third appraiser within such thirty (30) day period, the third appraiser shall on the request of either group be selected by the presiding Judge of the Superior Court of Santa Clara County in California.

SECTION 4

ADMINISTRATIVE PROVISIONS

4.1 Power of Limited Partners.

No Limited Partner shall take part in the management or control of the Partnership business, except as otherwise provided in this Agreement.

4.2 Management by the General Partner.

The General Partner shall exercise control and management of the business and assets of the Partnership. The General Partner shall devote such time and attention to the Partnership and shall diligently perform those duties as are reasonably necessary to manage effectively the Partnership and the Property.

The General Partner shall have the power to perform acts necessary or appropriate for the efficient management of the Partnership. Without limiting the general powers conferred on the General Partner, the powers of the General Partner in carrying out the purpose of the Partnership shall include the right to do any or all of the following:

(a) To do such acts and incur such expenses on behalf of the Partnership as may be necessary or advisable in connection with the conduct of the Partnership affairs;

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(b) To engage such independent agents, attorneys, accountants, custodians and consultants as may be necessary or advisable to conduct the affairs of the Partnership, provided that the compensation to be paid by the Partnership to such persons is not in excess of normal and reasonable rates for the services performed and that the Partnership shall pay Dr. Barry W. Karlin and Daniel S. Newby an investment banking fee of 2% of the Proceeds in connection with the offering of Units to the December 1998 New Investment Limited Partners to be paid as soon as funds become available to pay that fee after the last Closing at which December 1998 New Investment Limited Partners are admitted to the Partnership pursuant to Section 2.1(b)(ii);

(c) To receive, buy, sell, exchange, trade and otherwise deal in and with securities and other property of the Partnership;

(d) To open, conduct and close cash accounts with brokers on behalf of the Partnership and pay the customary fees and charges applicable to transactions in all such accounts;

(e) To open, maintain and close bank accounts and custodial accounts for the Partnership and draw checks and other orders for the payment of money;

(f) To file, on behalf of the Partnership, all required local, state and Federal tax returns and other documents relating to the Partnership;

(g) To commence or defend litigation that pertains to the Partnership or any Partnership assets, to prosecute, settle or compromise claims against third parties, to settle or compromise claims against the Partnership and to execute all documents and make all representations, admissions and waivers which are necessary or advisable in connection therewith;

(h) In the normal course of the Partnership’s business, to borrow money, guarantee the obligations of others or incur lease obligations;

(i) To enter into, make and perform all contracts, agreements and other undertakings, and to do such other acts as may be necessary or advisable for, or as may be incidental to, carrying out the purpose of the Partnership as set forth in Section 1.2;

(j) To, in the General Partner’s discretion, on behalf of the Partnership, make or revoke any election referred to in the Code, including the election described in Section 754 of the Code or any comparable provision of Federal or state law enacted in lieu thereof. Upon request, each of the Partners shall supply the information necessary to properly give effect to any such election;

(k) Purchase, at the expense of the Partnership, liability and other insurance and to take any and all actions, including the purchase of put options, as the General Partner deems reasonably necessary to protect the Partnership’s investments, properties and business; and

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(l) To select the certified public accountant for the Partnership.

(m) To assume and exercise all powers and responsibilities granted a general partner by the laws of the State of California, except as limited by this Agreement.

4.3 Financial Disclosures. The General Partner shall furnish any financial data with respect to the General Partner reasonably required in connection with carrying out the Partnership’s purpose.

4.4 Reimbursement of the Partners. All expenses of the Partnership shall be billed to and paid directly by the Partnership. Reimbursement of the Partners shall be allowed only for reimbursement of the actual cost of goods, materials or services provided for the exclusive benefit of the Partnership.

4.5 Fees and Expenses.

(a) From and after the time the Partnership commences operations, the Partnership shall pay to the General Partner a management fee (the “Management Fee”) equal to between eight percent (8%) and twelve percent (l2%) (as determined annually by the Board of Directors of the General Partner) of the Partnership’s income from operations (before interest and any applicable taxes) as determined by the certified public accountant retained by the Partnership, except that the Management Fee is presently set at ten percent (10%) and will be reviewed and set annually by the Board of Directors of the General Partner. The Management Fee shall be paid to the General Partner quarterly, within thirty (30) days of the end of the calendar quarter for which the Management Fee has accrued.

(b) All expenses incurred in good faith pursuant to this Agreement for the benefit of the Partnership by or with the consent of the General Partner, including expenses of formation of the Partnership shall be paid by the Partnership.

4.6 Competing Ventures. During the term of the Partnership as set forth in Section 1.4, neither the General Partner, nor any Affiliate of the General Partner shall engage in any other commercial ventures which compete with the business of the Partnership if such commercial venture is located within a one hundred (100) mile radius of the location of the Partnership’s principal office as set forth in Section 1.1 of this Agreement.

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SECTION 5

TRANSFER OF A PARTNERSHIP INTEREST

5.1 Compliance With This Agreement.

(a) Limited Partners.

(i) Procedure for Transfers.

(A) No Limited Partner (the “Selling Partner”) may, except as allowed under Section 5.1(a)(ii), sell, assign, pledge, or otherwise transfer his Partnership interest without the approval of the General Partner.

(ii) Allowed Transfers. The provisions of Section 5.1(a)(i) shall not apply to either any transfer by a Limited Partner to himself under declaration of trust, to a family member by outright gift, testamentary disposition or under declaration of trust, or to a transfer from a Partner which is a trust to the beneficiaries of that trust.

(b) General Partner. The General Partner shall not Transfer its interest in the Partnership without the prior written consent of a Majority-in-Interest of the Limited Partners. No sale, transfer or assignment of the General Partner’s interest in violation of this Agreement shall be valid or effective.

5.2 Substituted Limited Partner. The transferee of the ownership interest of a Limited Partner permitted under Section 5.1(a) may only become a substituted partner (“Substituted Partner”) if the following conditions are satisfied:

(a) Execute Documents. The transferor and the Substituted Partner shall properly execute documents or instruments which the General Partner may determine to be necessary or desirable to effect such transfer, including written acceptance, ratification and approval of all of the terms and conditions of this Agreement and its amendments.

(b) Pay or Assume All Obligations. The transferor shall: (i) have performed and paid all obligations owed to the Partnership or the General Partner, (ii) pay all reasonable expenses connected with admission of the Substituted Partner to the Partnership and (iii) cause the Substituted Partner to assume all obligations of the transferor to the Partnership.

(c) Compliance With Securities Laws. The transfer of the ownership interest of the transferor shall not, to the reasonable satisfaction of the General Partner, violate any state or federal securities or other law.

(d) Consent of the General Partner. The prior written consent of the General Partner to such substitution must be obtained by the transferor, the granting or denial of which shall be in the General Partner’s sole discretion. The transfer of an ownership interest by a Limited Partner shall not require the consent of any other Limited Partner.

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5.3 Additional Employee/Contract Limited Partners. Notwithstanding the foregoing, the General Partner, from time to time, shall be entitled to issue additional Units to one or more Employee/Contract Limited Partners as set forth in Section 2.6, upon terms and conditions determined by the General Partner in its sole discretion.

5.4 Removal of the General Partner. The General Partner may be removed upon a vote by Limited Partners holding two-thirds (2/3) of the Percentage Interests of all Limited Partners.

SECTION 6

DISSOLUTION/TERMINATION OF PARTNERSHIP

6.1 Dissolving Events. The Partnership shall be dissolved upon the occurrence of any of the following events:

(a) Expiration of the Partnership term;

(b) Sale or other transfer of substantially all of the assets of the Partnership;

(c) Consent of the General Partner and a Majority-In-Interest of the Limited Partners to dissolve; or

(d) The occurrence of an event described in Section 15642(c) of the Act to a General Partner, except as provided in Section 6.2 of this Agreement.

6.2 Successor General Partner.

(a) If the General Partner ceases to be a general partner pursuant to Section 15642 of the Act, a special meeting of the Partners shall be called by written notice to each Partner and shall be held within ninety (90) days after the event which causes the Partnership not to have a General Partner. If Limited Partners holding two-thirds (2/3) of the Percentage Interests of all Limited Partners elect to continue the affairs of the Partnership, the Limited Partners shall elect a new General Partner as set forth in Section 4.1(b). If Limited Partners holding two-thirds (2/3) of the Percentage Interests of all Limited Partners do not elect to continue the affairs of the Partnership, a Majority-in-Interest of the Limited Partners shall elect a Liquidating Partner who shall cause the Partnership to be dissolved and terminated in accordance with Section 6.3 of this Agreement. Written consent of a Partner to continuation or dissolution of the Partnership and election of a new General Partner or the Liquidating Partner shall be counted as a vote at such special meeting.

(b) A General Partner may retire or withdraw as a General Partner only with the prior written consent of Limited Partners holding two-thirds (2/3) of the Percentage Interests of all Limited Partners.

(c) If a General Partner ceases to be a general partner pursuant to

15

Section 15642 of the Act or Section 5.4 of this Agreement, such General Partner’s interest shall become an interest as a Limited Partner with the same share of Income, Losses and right to distributions of the Partnership as before the General Partner ceased to be a General Partner and with all the rights of a Limited Partner pursuant to this Agreement.

6.3 Winding Up of The Partnership.

(a) Upon dissolution of the Partnership, the Liquidating Partner who shall be the General Partner (unless the dissolution occurs because the General Partner ceases to be the general partner pursuant to Section 15642 of the Act, in which case the Liquidating Partner shall be selected by the Partners as set forth in Section 6.2 of this Agreement), shall wind up the affairs of the Partnership, liquidate the Partnership assets, and pay the debts, liabilities and claims against the Partnership. The Partnership shall engage in no further business other than as may be necessary to wind up the business of the Partnership and to distribute Partnership assets. The Liquidating Partner shall establish any reserves which he may deem reasonable necessary for the payment of any contingent or unforeseen obligation of the Partnership.

(b) Distributions in liquidation may be made in cash or in kind, or partly in cash and partly in kind. Distributions in kind shall be subject to reasonable conditions and restrictions necessary or advisable in the discretion of the Liquidating Partner in order to preserve the value of the property or other assets so distributed.

(c) The Income and Losses of the business during the period of dissolution shall be divided among or borne by the Partners in accordance with the provisions of Section 3.3 of this Agreement. Any property distributed in kind in the liquidation shall be valued at fair market value by the Liquidating Partner, and treated as though the property were sold for such value and the cash proceeds were distributed as provided in Section 3.3(e).

(d) The proceeds from the liquidation of Partnership assets shall be applied and distributed by the end of the Partnership fiscal year in which liquidation occurs (or, if later, within 90 days after the date of such liquidation) according to the following order:

(i) To creditors of the Partnership, including repayment of any indebtedness owing to the Partners, in the order of priority as provided by law;

(ii) To the Partners in proportion to and to the extent of the remaining positive balances in the capital accounts of each of them after taking into account all allocations and distributions for the Partnership fiscal year during which such liquidation occurs through the date of such liquidation (other than adjustments due to distributions pursuant to this Section 6.3(d)(iii)); and

(iii) Any remaining balance, to the Partners according to their Percentage Interests.

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6.4 Incorporation.

(a) Upon approval of the General Partner and a Majority-in-Interest of the Limited Partners, each Partner will transfer all of the Partner’s right, title and interest in the Partnership to a corporation (the “Corporation”) in exchange for its stock in a transaction (hereinafter the “Section 351 Transaction”) intended to qualify under Section 351 of the Code. In the event the requisite approval of the Partners has been received, the Partnership shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with the Section 351 Transaction.

(b) In the event the requisite approval of the Partners has been received as required by Section 6.4(a), the Corporation shall issue its stock in the Section 351 Transaction as follows [the following assumes that in the 351 Transaction any stock to be issued by the Corporation would be issued only to the Limited Partners and the General Partner (or its shareholders)]:

(i) The Limited Partners, as a group, shall receive voting stock of the Corporation which, immediately after the Section 351 Transaction, will represent that percentage of the Corporation’s outstanding voting stock allocable to the Partnership which is equal to the aggregate Percentage Interests of the Limited Partners at the time of the Section 351 Transaction. This voting stock will be allocated among the Limited Partners in accordance with their respective Percentage Interests at the time of the Section 351 Transaction.

(ii) The General Partner shall receive voting stock of the Corporation which, immediately after the Section 351 Transaction, will represent that percentage of the Corporation’s outstanding voting stock allocable to the Partnership which is equal to the Percentage Interest of the General Partner at the time of the Section 351 Transaction.

(iii) The voting stock issued to each of the Partners shall also have such liquidation and other rights, preferences and terms and conditions as are determined by the General Partner in its discretion as necessary to reflect to reflect the interests of the Partners as if the Partnership had sold its assets as of the date of the Section 351 Transaction.

(c) In the event the requisite approval of the Partners has been received as required by Section 6.4(a), any Partner which is a corporation may, in lieu of causing the transfer of its interest in the Partnership to the Corporation in the Section 351 Transaction, cause all of its respective shareholders (but not less than all of such shareholders) to transfer all of their shares of stock in the Partner to the Corporation in the 351 Transaction. In that event, the shareholders of the Partner shall receive for such transfer collectively the stock that the Partner would have been entitled to receive through the Partnership if the interest of the Partner in the Partnership had been transferred to the Corporation in the Section 351 Transaction.

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SECTION 7

LIABILITY AND INDEMNIFICATION OF THE GENERAL PARTNER

7.1 Liability.

(a) General. The General Partner shall not be individually liable for the return of any contribution made to the Partnership by the Limited Partners. In the absence of fraud, gross negligence, material breach of fiduciary duties, or willful misconduct by the General Partner, the General Partner shall not be liable to the Partnership or the Limited Partners for any act or omission concerning the Partnership business.

(b) Uninsured Losses. While the Partnership may carry insurance, there are certain risks which are uninsurable or not insurable on terms which are believed by the General Partner to be economical. The General Partner shall not be individually liable for any losses sustained by the Partnership with respect to such risks.

7.2 Indemnification. In the absence of fraud, gross negligence, material breach of fiduciary duty, or willful misconduct on the part of a General Partner, any Affiliate of the General Partner, or any employee or agent of the General Partner or the General Partner’s Affiliate, the Partnership shall indemnify and hold each of them harmless from and against any loss, expense, damage or injury suffered or sustained by any of them by reason of any acts, omissions, or alleged acts or omissions arising out of any activity performed in good faith on behalf of the Partnership.

This indemnification shall include, but not be limited to: (i) payment of reasonable attorneys’ fees and other expenses incurred in settling any claim or threatened action or incurred in any finally-adjudicated legal proceeding, and (ii) the removal of any liens affecting any property of the General Partner, the General Partner’s Affiliate, or any employee or agent of the General Partner or the General Partner’s Affiliate. Any liens affecting any property of the General Partner, the General Partner’s Affiliate, or any employees or agent of the General Partner, or the General Partner’s Affiliate, shall be deemed, until paid, a debt of the Partnership to such entity and shall be repaid in full before any distributions are made to the Partners pursuant to this Agreement.

SECTION 8

POWER OF ATTORNEY

Each Limited Partner irrevocably constitutes and appoints the General Partner and its Affiliates as such Limited Partner’s true and lawful attorney-in-fact, with full power and authority in such Partner’s name, place and stead, to do any or all of the following:

(a) To execute, record and file all documents and instruments including an amendment of this Agreement, which may be necessary or appropriate to provide for the admission of any Limited Partner pursuant to this Agreement;

18

(b) To make any transfer provided for in Section 6.4;

(c) To execute any amendments to this Agreement approved in accordance with the terms of Section 9.3; and

(d) Document the admission of any December 1998 New Investment Limited Partner pursuant to Section 2.1(b)(ii) and the admission of any additional Employee/Contract Limited Partner pursuant to Section 5.3.

It is expressly understood and agreed by the Partners that the foregoing power of attorney is coupled with an interest, shall be irrevocable, and shall survive the transfer by any Partner of the whole or any portion of such Partner’s Partnership interest. This power of attorney shall not be affected by the disability of a Limited Partner.

SECTION 9

GENERAL PROVISIONS

9.1 Special Meetings. Subject to the provisions of the Act, the General Partner may call a special meeting of all Partners at any reasonable time on not less than ten, nor more than 60 days’ written notice.

9.2 Entire Agreement. This Agreement contains the entire understanding among the Partners and supersedes any prior written notice or oral agreement between them respecting the Partnership, and there are no representations, agreements, arrangements, or understandings, oral or written, among the Partners relating to the Partnership which are not fully expressed in this Agreement.

9.3 Amendments. Except as otherwise provided herein, this Agreement is subject to amendment only with the written consent of the General Partner and a Majority-in-Interest of the Limited Partners. All questions with respect to the interpretation of this Agreement and the rights and liabilities of the Partners shall be governed by the laws of the State of California as they are applied to contracts entered into between residents of California to be performed entirely within California.

9:4 Severability. In the event any one or more of the provisions of this Agreement are determined to be invalid or unenforceable, such provision or provisions shall be deemed severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

9.5 Counterparts. This Agreement may be executed in any number of counterparts and when so executed, all of such counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart.

9.6 Survival of Rights. Subject to the restrictions against unauthorized assignment or and be binding upon each Partner and his or her heirs, devises, legatees, personal representatives, successors and assigns.

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9.7 Additional Documents. Each Partner agrees to execute and deliver to the General Partner any additional documents and instruments which the General Partner deems necessary or desirable to carry out the provisions of this Agreement or the business of the Partnership.

9.8. Arbitration and Attorney’s Fees. Any controversy of claim arising out of or relating to this Agreement, the Partnership or the Partners’ rights or duties shall be settled by binding arbitration in Santa Clara County, California. Such arbitration shall be in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in any court of competent jurisdiction. The prevailing Partner or Partners in such arbitration and any ensuing legal action shall be reimbursed by the Partner or Partners who do not prevail for their reasonable attorneys’, accountants’ and experts’ fees and the costs of such actions.

9.9 Notices. Any notice shall be in writing and shall be deemed duly given when personally delivered to the Partner to whom it is directed, or in lieu of such personal service, when deposited in the United States mail, registered or certified mail, postage prepaid, to the address set forth in Section 1.3 for such Partner, or to any other address of which all Partners are notified in writing,

9.10 Gender. As used in this Agreement the masculine, feminine or neuter gender and the singular or plural number will be construed to include the others unless the context indicated otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CRC Recovery, Inc., as General Partner
By:	/s/ Illegible

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EXHIBIT A

EXISTING LIMITED PARTNER COUNTERPART SIGNATURE PAGE FOR

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

THE CAMP RECOVERY CENTERS, L.P.

I understand that the signature(s) subscribed below together with the signatures on the counterpart pages will be attached to the Partnership Agreement, by which I agree to be legally bound.

I declare under penalty of perjury that the foregoing is true and correct.

I.  SIGNATURE FOR LIMITED PARTNER	or	I.  SIGNATURE FOR LIMITED PARTNER OTHER THAN AN INDIVIDUAL
(Signature)		(Print Name of Limited Partner)
(Print Name)		(Signature of Representative)
(Signature of Limited Partner, if any)		(Print Name of Person Signing)
(Print Name of Limited Partner, if any)		(Title)
Date:		Date:
		Capital Contribution: $                     in cash

EXHIBIT B

EXISTING EMPLOYEE/CONTRACTOR LIMITED PARTNER COUNTERPART

SIGNATURE PAGE FOR THIRD AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P.

I understand that the signature(s) subscribed below together with the signatures on the counterpart pages will be attached to the Partnership Agreement, by which I agree to be legally bound.

I declare under penalty of perjury that the foregoing is true and correct.

Date:                    , 199	__________________________________________
	Type or Print Name(s) of Limited Partner(s)
Address: _______________________________	By CRC Recovery, Inc., as Attorney-in-Fact:
______________________________________
______________________________________	By:	_______________________________________

EXHIBIT C

DECEMBER 1998 NEW INVESTMENT LIMITED PARTNER COUNTERPART

SIGNATURE PAGE FOR THIRD AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF THE CAMP RECOVERY CENTERS, L.P.

A CALIFORNIA LIMITED PARTNERSHIP

I understand that the signature(s) subscribed below as a Limited Partner will be attached to the Partnership Agreement, together with signatures of other Limited Partners.

I declare under penalty of perjury that the foregoing is true and correct.

I.  SIGNATURE FOR INDIVIDUAL SUBSCRIBER:	or	II. SIGNATURE FOR SUBSCRIBER OTHER THAN AN INDIVIDUAL
(Signature)		(Print Name of Subscriber)
(Print Name)		(Signature of Representative)
(Signature of Joint Subscriber, if any)		(Print Name of Person Signing)
(Print Name of Joint Subscriber, if any)		(Title)
Date:		Date:
		Capital Contribution: $                     in cash

EX-4.1

Exhibit 4.1

CRCA MERGER CORPORATION

(to be merged with and into CRC HEALTH GROUP, INC. and CRC HEALTH CORPORATION to be merged immediately thereafter with and into CRC HEALTH GROUP, INC., with the surviving entity to be renamed CRC HEALTH CORPORATION),

THE GUARANTORS

named herein

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

INDENTURE

Dated as of February 6, 2006

10.75% Senior Subordinated Notes due 2016

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.08; 7.10; 12.02
	(b)(1)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.06
	(b)	12.03
	(c)	12.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 12.02
	(d)	7.06
314	(a)	4.02; 4.04; 12.02
	(b)	N.A.
	(c)(1)	12.04
	(c)(2)	12.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	12.05
	(f)	N.A.
315	(a)	7.01(b)
	(b)	7.05; 12.02
	(c)	7.01(a)
	(d)	7.01(c)
	(e)	6.12
316	(a) (last sentence)	2.10
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.08
	(c)	8.04
317	(a)(1)	6.09
	(a)(2)	6.10
	(b)	2.05; 7.12
318	(a)	12.01

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture

TABLE OF CONTENTS

		Page
	ARTICLE One
	DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitions.	39
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	39
SECTION 1.04.	Rules of Construction.	40
	ARTICLE Two
	THE NOTES
SECTION 2.01.	Amount of Notes.	41
SECTION 2.02.	Form and Dating.	42
SECTION 2.03.	Execution and Authentication.	43
SECTION 2.04.	Registrar and Paying Agent.	43
SECTION 2.05.	Paying Agent To Hold Money in Trust.	44
SECTION 2.06.	Holder Lists.	44
SECTION 2.07.	Transfer and Exchange.	45
SECTION 2.08.	Replacement Notes.	45
SECTION 2.09.	Outstanding Notes.	46
SECTION 2.10.	Treasury Notes.	46
SECTION 2.11.	Temporary Notes.	47
SECTION 2.12.	Cancellation.	47
SECTION 2.13.	Defaulted Interest.	47
SECTION 2.14.	CUSIP Number.	48
SECTION 2.15.	Deposit of Moneys.	48
SECTION 2.16.	Book-Entry Provisions for Global Notes.	48
SECTION 2.17.	Special Transfer Provisions.	50
SECTION 2.18.	Computation of Interest.	52
	ARTICLE Three
	REDEMPTION
SECTION 3.01.	Election To Redeem; Notices to Trustee.	52
SECTION 3.02.	Selection by Trustee of Notes To Be Redeemed.	53
SECTION 3.03.	Notice of Redemption.	53
SECTION 3.04.	Effect of Notice of Redemption.	54
SECTION 3.05.	Deposit of Redemption Price.	55
SECTION 3.06.	Notes Redeemed in Part.	55

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		Page
	ARTICLE Four
	COVENANTS
SECTION 4.01.	Payment of Notes.	55
SECTION 4.02.	Reports to Holders.	56
SECTION 4.03.	Waiver of Stay, Extension or Usury Laws.	57
SECTION 4.04.	Compliance Certificate.	57
SECTION 4.05.	Taxes.	57
SECTION 4.06.	Limitations on Incurrences of Indebtedness and Issuances of Preferred Stock.	58
SECTION 4.07.	Limitations on Layering Indebtedness.	63
SECTION 4.08.	Limitations on Restricted Payments.	64
SECTION 4.09.	Limitations on Asset Sales.	71
SECTION 4.10.	Limitations on Transactions with Affiliates.	75
SECTION 4.11.	Limitations on Liens.	77
SECTION 4.12.	Conduct of Business.	78
SECTION 4.13.	Additional Guarantees.	78
SECTION 4.14.	Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries.	79
SECTION 4.15.	[Intentionally Omitted].	80
SECTION 4.16.	[Intentionally Omitted]	80
SECTION 4.17.	Maintenance of Properties; Insurance; Compliance with Law.	81
SECTION 4.18.	Payments for Consent.	81
SECTION 4.19.	Legal Existence.	81
SECTION 4.20.	Change of Control Offer.	82
	ARTICLE Five
	SUCCESSOR CORPORATION
SECTION 5.01.	Limitations on Mergers, Consolidations, etc.	83
SECTION 5.02.	Successor Person Substituted.	84
	ARTICLE Six
	DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default.	85
SECTION 6.02.	Acceleration.	87
SECTION 6.03.	Other Remedies.	87

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		Page
SECTION 6.04.	Waiver or Rescission of Past Defaults and Events of Default.	88
SECTION 6.05.	Control by Majority.	89
SECTION 6.06.	Limitation on Suits.	89
SECTION 6.07.	No Personal Liability of Directors, Officers, Employees and Stockholders.	90
SECTION 6.08.	Rights of Holders To Receive Payment.	90
SECTION 6.09.	Collection Suit by Trustee.	90
SECTION 6.10.	Trustee May File Proofs of Claim.	90
SECTION 6.11.	Priorities.	91
SECTION 6.12.	Undertaking for Costs.	91
SECTION 6.13.	Restoration of Rights and Remedies.	92
	ARTICLE Seven
	TRUSTEE
SECTION 7.01.	Duties of Trustee.	92
SECTION 7.02.	Rights of Trustee.	93
SECTION 7.03.	Individual Rights of Trustee.	95
SECTION 7.04.	Trustee’s Disclaimer.	95
SECTION 7.05.	Notice of Defaults.	95
SECTION 7.06.	Reports by Trustee to Holders.	95
SECTION 7.07.	Compensation and Indemnity.	96
SECTION 7.08.	Replacement of Trustee.	97
SECTION 7.09.	Successor Trustee by Consolidation, Merger, etc.	98
SECTION 7.10.	Eligibility; Disqualification.	98
SECTION 7.11.	Preferential Collection of Claims Against Issuer.	98
SECTION 7.12.	Paying Agents.	99
SECTION 7.13.	Conflicts with the Issuer.	99
	ARTICLE Eight
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 8.01.	Without Consent of Holders.	99
SECTION 8.02.	With Consent of Holders.	100
SECTION 8.03.	Compliance with Trust Indenture Act.	102
SECTION 8.04.	Revocation and Effect of Consents.	102
SECTION 8.05.	Notation on or Exchange of Notes.	102
SECTION 8.06.	Trustee To Sign Amendments, etc.	103

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		Page
	ARTICLE Nine
	DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 9.01.	Discharge of Indenture.	103
SECTION 9.02.	Legal Defeasance.	104
SECTION 9.03.	Covenant Defeasance.	105
SECTION 9.04.	Conditions to Legal Defeasance or Covenant Defeasance.	105
SECTION 9.05.	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.	106
SECTION 9.06.	Reinstatement.	107
SECTION 9.07.	Moneys Held by Paying Agent.	107
SECTION 9.08.	Moneys Held by Trustee.	107
	ARTICLE Ten
	GUARANTEE OF NOTES
SECTION 10.01.	Guarantee.	108
SECTION 10.02.	Execution and Delivery of Guarantee.	109
SECTION 10.03.	Subordination of Guarantees.	109
SECTION 10.04.	Limitation of Guarantee.	110
SECTION 10.05.	Release of Guarantor.	110
SECTION 10.06.	Waiver of Subrogation.	112
	ARTICLE Eleven
	SUBORDINATION OF NOTES
SECTION 11.01.	Agreement to Subordinate.	112
SECTION 11.02.	Liquidation; Dissolution; Bankruptcy.	112
SECTION 11.03.	Default on Designated Senior Debt.	113
SECTION 11.04.	Acceleration of Securities.	114
SECTION 11.05.	When Distribution Must Be Paid Over.	114
SECTION 11.06.	Notice by the Issuer.	115
SECTION 11.07.	Subrogation.	115
SECTION 11.08.	Relative Rights.	115
SECTION 11.09.	Subordination May Not Be Impaired by the Issuer.	115
SECTION 11.10.	Distribution or Notice to Representative.	116
SECTION 11.11.	Rights of Trustee and Paying Agent.	116
SECTION 11.12.	Authorization to Effect Subordination.	116

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		Page
	ARTICLE Twelve
	MISCELLANEOUS
SECTION 12.01.	Trust Indenture Act Controls.	117
SECTION 12.02.	Notices.	117
SECTION 12.03.	Communications by Holders with Other Holders.	118
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent.	118
SECTION 12.05.	Statements Required in Certificate and Opinion.	119
SECTION 12.06.	Rules by Trustee and Agents.	119
SECTION 12.07.	Business Days; Legal Holidays.	119
SECTION 12.08.	Governing Law.	120
SECTION 12.09.	No Adverse Interpretation of Other Agreements.	120
SECTION 12.10.	[Reserved].	120
SECTION 12.11.	Successors.	120
SECTION 12.12.	Multiple Counterparts.	120
SECTION 12.13.	Table of Contents, Headings, etc.	120
SECTION 12.14.	Separability.	120
	EXHIBITS
Exhibit A	Form of Note	A
Exhibit B	Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes	B
Exhibit C	Form of Legend for Regulation S Note	C
Exhibit D.	Form of Legend for Global Note	D
Exhibit E	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors	E
Exhibit F	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	F
Exhibit G	Notation of Guarantee	G

-v-

INDENTURE, dated as of February 6, 2006, among CRCA MERGER CORPORATION, a Delaware corporation, and following the Mergers, CRC HEALTH CORPORATION, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Acquired Debt” means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and (2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning provided in the Registration Rights Agreement.

“Additional Notes” shall mean an unlimited principal amount of Notes (other than the first $200,000,000 aggregate principal amount of Notes issued under this Indenture) having identical terms and conditions to the Notes issued on the Issue Date pursuant to Article Two and issued in compliance with Section 4.06.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or agent for service or notices and demands.

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“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(a) 1.00% of the then outstanding principal amount of the Note; and

(b) the excess of:

(i) the present value at such redemption date of (i) the redemption price at February 1, 2011 with respect to the Notes (such redemption price being set forth in paragraph 6(b) of the Notes) plus (ii) all required interest payments due on the Notes through February 1, 2011 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(ii) the then outstanding principal amount of such Note.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions) (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law), in each case, other than:

(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries;

(2) the disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(3) the granting of a Lien permitted by Section 4.11;

(4) for purposes of Section 4.09 only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Issuer or its Restricted Subsidiaries) or a disposition subject to Section 4.08;

(5) any disposition of assets by the Issuer or a Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $3.0 million;

-2-

(6) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(7) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(8) foreclosures on or expropriations of assets;

(9) disposition of an account receivable in connection with the collection or compromise thereof;

(10) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted by Section 4.06;

(11) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; and

(12) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Bain Entities” means, collectively, Bain Capital, LLC, its Affiliates and any investment funds advised or managed by any of the foregoing.

“Board of Directors” means: (i) with respect to a corporation, the board of directors of the corporation, (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership, and (iii) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors (or an authorized committee thereof) of the Issuer and to be in full force and effect, and delivered to the Trustee.

“Capital Stock” means: (i) in the case of a corporation, shares in the capital of such corporation; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Restricted Subsidiary described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. dollars or other local currencies held from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality of the United States having maturities of not more than 12 months from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to any Credit Agreement or with any commercial bank having capital and surplus in excess of $250,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-2 from Moody’s or P-2 from S&P;

(6) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in Euros, British Pounds, Canadian dollars or other local currencies and with the tenor referred to above to the extent reasonably required in connection with any business conducted by the Issuer or any Restricted Subsidiary in such relevant jurisdiction; and

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(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person (other than one or more Permitted Holders) or Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) acting, for the purpose of acquiring, holding or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Issuer; or

(3) (A) prior to the first public offering of common stock of any direct or indirect parent of the Issuer or the Issuer, the first day on which the Board of Directors of any direct or indirect parent of the Issuer or the Issuer shall cease to consist of a majority of directors who (i) were members of the Board of Directors of any direct or indirect parent of the Issuer or the Issuer on the Issue Date or (ii) were either (x) nominated for election by the Board of Directors of any direct or indirect parent of the Issuer or the Issuer, a majority of whom were directors on the Issue Date or whose election or nomination for election was previously approved by a majority of Continuing Directors or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses A(i) and A(ii), “Continuing Directors”) and (B) after the first public offering of common stock of any direct or indirect parent of the Issuer or the Issuer, (i) if such public offering is of any direct or indirect parent of the Issuer, the first day on which a majority of the members of the Board of Directors of any direct or indirect parent of the Issuer are not Continuing Directors or (ii) if such public offering is of the Issuer’s common stock, the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Commission” means the Securities and Exchange Commission.

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“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, the amortization of capitalized development costs and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments (other than imputed interest as a result of purchase accounting), and the interest component of Capitalized Lease Obligations), but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees relating to the Specified Financings, plus (b) net payments (if any) made pursuant to interest rate and Indebtedness-related foreign exchange Hedging Obligations, less (c) net payments (if any) received pursuant to interest rate and Indebtedness-related foreign exchange Hedging Assets, plus (d) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, plus (e) the Securitization Fees, less (f) interest income actually received in cash for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary, unusual or non-recurring gains, losses or expenses (including, without limitation, expenses related to the Transactions, severance, relocation, integration and facilities consolidation, signing, retention or completion bonuses, transition costs and restructuring costs) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) as well as any current period impact of new accounting pronouncements including those related to purchase accounting;

(3) any net after-tax gains or losses attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded;

(4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that, to the extent not already included, Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof during such period;

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(5) solely for the purpose of determining the amounts available for Restricted Payments under clause (3) of the first paragraph of Section 4.08, the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless (x) such restriction with respect to the payment of dividends or similar distributions has been legally waived or (y) such restriction is permitted by Section 4.14; provided, however, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof during such period, to the extent not already included therein;

(6) the effect of any noncash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, fixed assets, goodwill and deferred financing costs but excluding inventory) (but excluding any such noncash item to the extent it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed and to the extent cash is not paid in respect thereof) in connection with the Transactions or any future acquisition, merger, consolidation, disposition or similar transaction shall be excluded;

(7) noncash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, and any cash compensation charges associated with the payout of stock options in connection with the Transactions shall be excluded;

(8) any net after-tax gains or losses attributable to the early extinguishment or conversion of Indebtedness (including the write-off of deferred financing costs and unamortized debt discount) and the early termination of Hedging Obligations in connection with the Transactions shall be excluded;

(9) noncash income or charges resulting from mark-to-market accounting under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies shall be excluded;

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(10) unrealized gains and losses from Hedging Obligations or “embedded derivatives” that require the same accounting treatment as Hedging Obligations shall be excluded;

(11) any purchase accounting adjustments (including the impact of recording inventory and deferred revenue at fair values), amortization, impairments, write-offs or other noncash charges resulting from purchase accounting with respect to the Transactions or any other transaction shall be excluded; and

(12) the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any other acquisitions shall be included for the fiscal periods that such revenue would otherwise have been recognized.

Notwithstanding the foregoing, for the purpose of Section 4.08 only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Issuer and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of Section 4.08.

“Consolidated Senior Debt Ratio” means, as of any date of determination, the ratio of (1) the aggregate amount of Senior Debt of the Issuer and its Restricted Subsidiaries as of such date of determination, to (2) EBITDA of the Issuer and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Senior Debt and EBITDA as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Total Assets” means, with respect to any Person, the consolidated total assets of such Person and its Restricted Subsidiaries determined in accordance with GAAP.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

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(iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than (i) Excluded Contributions and amounts applied to make a Restricted Payment in accordance with clause (2) of the second paragraph of Section 4.08 and (ii) cash contributions, the proceeds of which have been or are to be used to redeem Notes in accordance with the terms of this Indenture) made to the capital of the Issuer or any Restricted Subsidiary following the Issue Date; provided, however, that such Contribution Indebtedness:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the Issuer or any Restricted Subsidiary, the amount of such excess shall be (A) Subordinated Indebtedness to the Notes under this Indenture (other than Secured Indebtedness) or (B) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and

(2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the date of the incurrence thereof.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at U.S. Bank National Association, Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York 10005.

“Credit Agreement” means that certain credit agreement to be entered into on the Issue Date in connection with the Transactions by and among the Issuer, CRC Intermediate Holdings, Inc., Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Joint Bookrunners, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse, as Co-Documentation Agents, and the lenders party thereto from time to time, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time (including any successive refinancing) in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof. Any Qualified Securitization Financing entered into under clause (16) of the second paragraph of Section 4.06 shall not be considered a Credit Agreement.

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“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Depository” means, with respect to the Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Issuer, which Person must be a clearing agency registered under the Exchange Act.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption, repurchase or payment of, on or with respect to such Designated Noncash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.08.

“Designated Senior Debt” means (1) any Indebtedness outstanding under the Credit Agreement; and (2) any other Senior Debt or Guarantor Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Issuer in the instrument evidencing that Senior Debt or Guarantor Senior Debt as “Designated Senior Debt”.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that such Person may not repurchase or redeem any such Capital Stock (and all securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by such Person with Sections 4.09 and 4.20 and such repurchase or redemption complies with Section 4.08), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, or is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary) in each case prior to the date 91 days after the earlier of the final maturity

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date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means any Subsidiary of the Issuer that was formed under the laws of the United States, any state of the United States, the District of Columbia or any territory of the United States.

“EBITDA” means with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication,

(1) provision for taxes based on income or profits, plus franchise, withholding or similar taxes of such Person for such period deducted in computing Consolidated Net Income, plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted in computing Consolidated Net Income, plus

(4) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred under this Indenture (in each case whether or not consummated) or to the Transactions (including any accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP) and, in each case, deducted in such period in computing Consolidated Net Income, plus

(5) the amount of management, monitoring, consulting and advisory fees (including Termination Fees) and related expenses paid to the Sponsor and its Affiliates (other than portfolio companies) (or any accruals relating to such fees and related expenses) during such period pursuant to the Management Agreement, plus

(6) Securitization Fees to the extent deducted in calculating such Consolidated Net Income, plus

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(7) any deduction attributable to minority interests of third parties in non-wholly owned Subsidiaries, except to the extent of cash dividends declared or paid on Equity Interests of such Subsidiaries held by third parties, plus

(8) the amount of any restructuring charge or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income, plus

(9) any Historical Adjustments, plus

(10) any non-cash net gain or loss resulting from Hedging Obligations relating to currency exchange risk to the extent not otherwise excluded from the calculation of EBITDA, plus

(11) any net after-tax loss from discontinued operations and any net after-tax losses on disposal of discontinued operations, plus

(12) any Non-Cash Charges to the extent deducted in the calculation of Consolidated Net Income, less

(13) without duplication, noncash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period or any items with respect to cash actually received in such period or with respect to cash actually received in prior periods); less

(14) any net after-tax income from discontinued operations and any net after-tax gain on disposal of discontinued operations.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parents (excluding Disqualified Stock) the proceeds of which are contributed to the Issuer as common equity other than (i) public offerings with respect to common stock of the Issuer or of any direct or indirect parent of the Issuer registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Securities” has the meaning provided in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Issuer and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of Section 4.08.

“Existing Indebtedness” means Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date after giving effect to the Transactions.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock including, for clarity purposes, eliminating unused commitment fees with respect to Indebtedness which has been incurred on or prior to the Calculation Date (and which will remain outstanding following such transaction), as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers or consolidations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter

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reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers or consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, amalgamation, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, amalgamation, merger or consolidation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions and the related restructuring initiatives) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Issuer and shall be calculated on a basis consistent with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction (including the Transactions and related restructuring initiatives) which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions (including transactions prior to the Issue Date) and the Transactions), for which the steps necessary for realization are reasonably expected to be taken within the six-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; provided, however, that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the Issuer’s chief financial officer and another officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency inter-bank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

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“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount in connection with the Specified Financings) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock.

“Foreign Subsidiary” means any Subsidiary of the Issuer that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the date of this Indenture. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

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“Guarantee” means a guarantee of the Notes on the terms set forth in this Indenture.

“Guarantor” means each Restricted Subsidiary or other Person that has provided a Guarantee for so long as such Guarantee remains in effect.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness and any Securitization Repurchase Obligation of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(1) any Indebtedness of such Guarantor to a Subsidiary of such Guarantor (other than any Securitization Repurchase Obligation);

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation) other than the guarantee of a direct or indirect parent of Indebtedness under the Credit Agreement;

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(3) Indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services (including guarantees thereof or instruments evidencing such liabilities);

(4) Indebtedness represented by Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing by such Guarantor;

(6) that portion of any Indebtedness incurred in violation of Section 4.06;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Issuer; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Hedging Assets” means, with respect to any Person, the receivables from counterparties of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; or

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Historical Adjustments” means, with respect to the Issuer and its Restricted Subsidiaries, without duplication, the following items to the extent (a) incurred prior to the Issue Date and (b) the amounts of such items are disclosed in the adjustments to “Adjusted EBITDA” in the Offering Memorandum:

(1) estimated hurricane losses;

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(2) corporate office relocation expenses;

(3) loss on fixed asset disposals;

(4) unrecognized profit on deferred revenue acquired in the purchase of Sierra Tucson;

(5) expenses related to the forgiveness of a loan to the Chief Executive Officer;

(6) expenses incurred in anticipation of a potential initial public offering;

(7) management fees paid to Triod; and

(8) expenses of prior owners of Montecatini, 4therapy, Wellness Resource Center and Sixth Street.

“Holder” means any registered holder, from time to time, of the Notes.

“Indebtedness” means, with respect to any Person,

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(i) in respect of borrowed money,

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof),

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business or

(iv) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(2) Disqualified Stock of such Person,

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(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business or pursuant to Standard Securitization Undertakings in a Qualified Securitization Financing permitted by clause (16) of Permitted Debt) and

(4) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money shall be deemed not to constitute Indebtedness.

“Indenture” means this Indenture as amended, restated or supplemented from time to time in accordance with the terms hereof.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged and independent of the Issuer and the Sponsor.

“Initial Purchasers” means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes.

“Interest Payment Dates” means each February 1 and August 1, commencing August 1, 2006.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the

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footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the second to final paragraph of Section 4.08 and such Investment in the Equity Interest of such former Subsidiary shall not be considered an Investment in existence on the Issue Date.

For purposes of the definition of “Unrestricted Subsidiary” and Section 4.08, (i) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Issue Date” means February 6, 2006.

“Issuer” means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article Five and thereafter means the successor; provided, however, that following the Transactions, Issuer shall mean CRC Health Corporation, a corporation incorporated under the laws of Delaware.

“Issuer Request” means any written request signed in the name of the Issuer by the Chairman of the Board of Directors, any Vice Chairman, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Issuer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Management Agreement by and among the Issuer, CRC Intermediate Holdings, Inc., CRCA Holdings, Inc. and the Sponsor as in effect on

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the Issue Date and as amended or replaced; provided, however, that the terms of any such amendment or replacement agreement are not as a whole, less favorable to the Holders in any material respect than the original agreement in effect on the Issue Date.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 8, 2005, by and among CRC Health Group, Inc., CRCA Holdings, Inc. and CRCA Merger Corporation.

“Mergers” means the merger of the Issuer with and into CRC Health Group, Inc., and the merger immediately thereafter of CRC Health Corporation with and into CRC Health Group, Inc., with the surviving entity being renamed CRC Health Corporation, each pursuant to the Merger Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, in each case net of, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Cash Charges” means (a) non-cash losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, fixed assets and investments in debt and equity securities pursuant to GAAP, (c) all non-cash losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

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“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.

“Notes” means any 10.75% Senior Subordinated Notes due 2016 issued by the Issuer hereunder, including, without limitation, the Exchange Securities and any Additional Notes, treated as a single class of securities.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by or on behalf of the Issuer by first-class mail, postage prepaid, to each Holder at its address appearing in the register for the Notes on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify the Change of Control Payment Date for the Offer to Purchase, which shall be not less than 30 days nor more than 60 days after the date of such Offer. The Offer shall contain all the information required by applicable law to be included therein. The Offer shall also state:

(1) that the Offer to Purchase is being made pursuant to Section 4.20 of this Indenture;

(2) the Change of Control Payment Date;

(3) the Change of Control Purchase Price;

(4) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount and that all Notes tendered in such manner for payment and not withdrawn shall be accepted;

(5) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(6) that interest on any Note not tendered pursuant to the Offer to Purchase will continue to accrue;

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(7) that on the Change of Control Payment Date the Change of Control Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that, unless the Issuer defaults in the payment of the Change of Control Purchase Price therefor, interest thereon shall cease to accrue on and after the Change of Control Payment Date;

(8) that each Holder electing to tender all or any portion of a Note pursuant to the Offer to Purchase will be required to surrender such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, at the place or places specified in the Offer on or prior to the close of business on a date no earlier than the third Business Day prior to the Change of Control Payment Date (such Note being, if the Issuer so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer duly executed by, the Holder thereof or its attorney duly authorized in writing);

(9) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered, the certificate number of the Note the holder tendered and a statement that such Holder is withdrawing all or a portion of its tender; and

(10) that in the case of any Holder whose Note is purchased only in part, the Issuer shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered, in denominations of $1,000 principal amount or integral multiples thereof.

An Offer to Purchase shall be governed by and effected in accordance with the provisions above pertaining to any Offer.

On or before the Change of Control Payment Date, the Issuer shall (i) accept for payment Notes or portions thereof properly tendered and not withdrawn pursuant to the Offer, (ii) deposit with the Paying Agent U.S. Dollars sufficient to pay the Change of Control Purchase Price, plus accrued interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Issuer. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price, plus accrued interest, if any, thereon.

“Offering Memorandum” means the Offering Memorandum dated January 25, 2006 pursuant to which the Notes were offered.

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“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer, or any direct or indirect parent of the Issuer, as applicable.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer.

“Opinion of Counsel” means a written opinion reasonably satisfactory in form and substance to the Trustee from legal counsel, which counsel is reasonably acceptable to the Trustee, stating the matters required by Section 12.05 and delivered to the Trustee.

“Permitted Asset Swap” means any Asset Sale by the Issuer or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash and investments) that will be used in a Permitted Business; provided, however, that the aggregate fair market value of the property or assets being transferred by the Issuer or such Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received by the Issuer or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received by the Issuer is (x) less than $15.0 million, such determination shall be made in good faith by the Board of Directors of the Issuer and (y) greater than or equal to $15.0 million, such determination shall be made by an Independent Financial Advisor).

“Permitted Business” means the business and any services, activities or businesses incidental or directly related or similar to any line of business engaged in by the Issuer and its Restricted Subsidiaries as of the Issue Date, and any business activity that is a reasonable extension, development or expansion of any of the foregoing or ancillary to any of the foregoing, including the field of behavioral health.

“Permitted Debt” is defined in Section 4.06.

“Permitted Holders” means (i) any of the Bain Entities, but not including, however, any portfolio companies of the foregoing and (ii) any Officers; provided, however, that if such Officers beneficially own more shares of Voting Stock of any direct or indirect parent entities of the Issuer than the number of such shares beneficially owned by all the Officers as of the Issue Date or acquired by Officers within 90 days immediately following the Issue Date, such excess shall be deemed not to be beneficially owned by Permitted Holders.

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“Permitted Investments” means:

(1) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with (x) an Asset Sale made in accordance with Section 4.09 or (y) any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date and any extension, modification, replacement or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date;

(6) (x) loans and advances to employees, officers, directors and consultants and any guarantees (a) made in the ordinary course of business or (b) not in excess of $2.0 million in the aggregate outstanding at any one time, and (y) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(7) any Investment acquired by the Issuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (9) of the definition of “Permitted Debt”;

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(9) any Investment by the Issuer or a Restricted Subsidiary (other than an Investment in an Unrestricted Subsidiary) having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding (after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Issuer and/or its Restricted Subsidiaries consist of cash and/or marketable securities), not to exceed the greater of (x) $25.0 million and (y) 3.0% of the Issuer’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(10) Investments the payment for which consists of Equity Interests of the Issuer or any of its direct or indirect parents (exclusive of Disqualified Stock);

(11) guarantees (including Guarantees) of Indebtedness permitted under Section 4.06 and performance guarantees and Contingent Obligations incurred in the ordinary course of business;

(12) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 4.10 (except transactions described in clauses (2), (6) and (7) of the second paragraph thereof);

(13) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) any Investment made in the ordinary course of business consisting of a guarantee in favor of a third party in connection with such third party’s lease of products purchased from the Issuer or any Restricted Subsidiary to customers; and

(15) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person, in each case, in connection with a Qualified Securitization Financing incurred pursuant to clause (16) of the definition of Permitted Debt, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets and/or cash and Cash Equivalents or an equity interest.

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“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

(2) unsecured debt securities that are subordinated to all Senior Debt and Guarantor Senior Debt, as applicable (and any debt securities issued in exchange for Senior Debt or Guarantor Senior Debt, as applicable) to substantially the same extent as, or to a greater extent than, the Notes and the Guarantees are subordinated to Senior Debt and Guarantor Senior Debt, as applicable, under this Indenture.

“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person, which Liens exist at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(4) Liens existing on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such acquisition, merger, amalgamation or consolidation; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(5) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture;

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(6) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(7) Liens in favor of the Issuer or any Restricted Subsidiary;

(8) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (17) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders, taken as a whole, and are not more favorable to the lien holders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(9) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” and Securitization Assets and/or cash and Cash Equivalents transferred to a Securitization Subsidiary or pledges of interests in a Securitization Subsidiary, in each case incurred in connection with any Qualified Securitization Financing incurred pursuant to clause (16) of the definition of Permitted Debt;

(10) Liens for taxes, assessments or other governmental charges or levies which are not overdue for a period of more than 30 days, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(11) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(12) pledges, deposits or security under worker’s compensation, unemployment insurance, employers’ health tax and other social security or statutory laws or regulations, or deposits to secure the performance of bids, tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past practice;

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(13) Liens imposed by law, including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or if more than 30 days overdue, no other action has been taken to enforce such Lien or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(14) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(15) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Issuer or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(16) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or assignments of accounts or transfers of chattel paper entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(17) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred, (y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided, however, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(18) Liens (i) of a collection bank arising by operation of law on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities

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brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

(21) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(22) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(23) restrictive covenants affecting the use to which real property may be put, provided, however, that the covenants are complied with;

(24) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(25) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(26) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

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(27) Liens deemed to exist in connection with Cash Equivalents in repurchase agreements;

(28) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided, however, that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depositary institution;

(29) Liens with respect to the assets of a Non-Guarantor Restricted Subsidiary securing Indebtedness of such Non-Guarantor Restricted Subsidiary incurred in accordance with Section 4.06;

(30) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Guarantor permitted to be incurred in accordance with Section 4.06;

(31) Liens incurred to secure Senior Debt and Guarantor Senior Debt;

(32) Liens securing obligations in an aggregate principal amount not to exceed $2,500,000; and

(33) Liens not otherwise described in clauses (1) through (32) above outstanding on the Issue Date.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Physical Notes” means certificated Notes in registered form in substantially the form set forth in Exhibit A.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

“Private Placement Legend” means the legend initially set forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the form set forth in Exhibit B.

“Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Securitization Subsidiary in connection with a Qualified Securitization Financing,

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which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in clause (a).

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided, however, that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Issuer in good faith, except that in the event the value of any such assets or Capital Stock exceeds $10.0 million, the fair market value shall be determined by an Independent Financial Advisor.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions and which the Issuer delivers an Officers’ Certificate to the Trustee certifying as to compliance with all such conditions: (i) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer), (ii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and (iii) shall be non-recourse to the Issuer and its Subsidiaries (other than the Securitization Subsidiary) other than pursuant to Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

“Redemption Date” when used with respect to any Note to be redeemed means the date fixed for such redemption pursuant to the terms of the Notes.

“Registration Rights Agreement” means the registration rights agreement dated as of the Issue Date among the Issuer, the Guarantors and the Initial Purchasers.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness; provided, however, that if, and for so long as, any Indebtedness lacks such a representative, then the Representative for such Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of Indebtedness.

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“Responsible Officer” when used with respect to the Trustee, means an officer or assistant officer assigned to the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Note” has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating business.

“Secretary’s Certificate” means a certificate signed by the Secretary of the Issuer.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Securitization Assets” means any accounts receivable, instruments, chattel paper, general intangibles or revenue streams and related assets subject to a Qualified Securitization Financing.

“Securitization Fees” means all interest or other payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the

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case of a transfer by the Issuer or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Issuer or its Subsidiaries, all proceeds thereof and all rights (continued and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding (including fees payable in connection with servicing Securitization Assets) other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that would be obtained at the time from Persons that are not Affiliates of the Issuer other than as may be customary in asset securitization transactions including fees payable in connection with servicing Securitization Assets and (c) to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer or such other Person shall be evidenced to the Trustee by filing

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with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer or such other Person giving effect to such designation and an Officers’ Certificate stating each of the foregoing conditions and certifying that such designation complied with the foregoing conditions.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness and any Securitization Repurchase Obligation of the Issuer, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of the Issuer under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include:

(1) any Indebtedness of the Issuer to a Subsidiary of the Issuer (other than any Securitization Repurchase Obligation);

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Issuer or any Subsidiary of the Issuer (including, without limitation, amounts owed for compensation) other than any guarantee of any direct or indirect parent of Indebtedness under the Credit Agreement;

(3) Indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services (including guarantees thereof or instruments evidencing such liabilities);

(4) Indebtedness represented by Capital Stock;

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(5) any liability for federal, state, local or other taxes owed or owing by the Issuer;

(6) that portion of any Indebtedness incurred in violation of Section 4.06;

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Issuer; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Issuer.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

“Specified Financings” means the financings included in the Transactions.

“Sponsor” means any of Bain Capital Partners VIII, L.P. and its Affiliates.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be reasonably customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement among the Bain Entities and certain other parties thereto.

“Subordinated Indebtedness” means with respect to the Issuer, any Indebtedness of the Issuer that is by its terms subordinated in right of payment to the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Termination Fees” means the one-time payment under the Management Agreement of a termination fee to the Sponsor (other than portfolio companies) in the event of either a Change of Control or the completion of a registered initial public offering of the common stock of the Issuer or any direct or indirect parent of the Issuer.

“Transactions” means the transactions contemplated by (i) the Merger Agreement, (ii) the Credit Agreement and (iii) the offering of the Notes.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2011; provided, however, that if the period from such redemption date to February 1, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below), and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Restricted Subsidiaries or any of their Subsidiaries own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated); provided, however, that

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(a) such designation is not prohibited by Section 4.08 and (b) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary or pursuant to which the Issuer or any Restricted Subsidiary has provided a guarantee, keep well or other credit support, other than in each case in respect of Standard Securitization Undertakings. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and either (A) the Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.06, or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such designation. Any such designation by the Board of Directors shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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SECTION 1.02. Other Definitions.

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“Affiliate Transaction”	4.10
“Agent Members”	2.16	(a)
“Alternative Offer”	4.20
“Asset Sale Offer”	4.09
“Asset Sale Offer Amount”	4.09
“Asset Sale Payment”	4.09
“Asset Sale Payment Date”	4.09
“Business Day”	12.07
“Change of Control Date”	4.20
“Change of Control Offer”	4.20
“Change of Control Payment Date”	4.20
“Change of Control Purchase Price”	4.20
“Covenant Defeasance”	9.03
“Event of Default”	6.01
“Excess Proceeds”	4.09
“Global Notes”	2.16	(a)
“Legal Defeasance”	9.02
“Legal Holiday”	12.07
“Other Notes”	2.02
“Paying Agent”	2.04
“Refinancing Indebtedness”	4.06
“Registrar”	2.04
“Regulation S Global Notes”	2.16	(a)
“Regulation S Notes”	2.02
“Restricted Global Note”	2.16	(a)
“Restricted Payments”	4.08
“Restricted Period”	2.16
“Rule 144A Notes”	2.02
“Senior Nonpayment Default”	11.03
“Senior Payment Default”	11.03

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

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“indenture securityholder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on the indenture securities” means the Issuer, the Guarantors or any other obligor on the Notes.

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference;

(2) “or” is not exclusive;

(3) words in the singular include the plural, and in the plural include the singular;

(4) words used herein implying any gender shall apply to both genders;

(5) “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subsection;

(6) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(7) “$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts;

(8) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof;

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(9) provisions apply to successive events and transactions;

(10) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(11) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;

(12) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and

(13) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater.

ARTICLE TWO

THE NOTES

SECTION 2.01. Amount of Notes.

The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $200,000,000 and (ii) subject to Section 4.06, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Issuer Request. The Issuer Request shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder of the Notes. Furthermore, Notes may be authenticated or delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.11 or 8.05 or in connection with a Change of Control Offer pursuant to Section 4.20 or an Asset Sale Offer pursuant to Section 4.09.

Upon receipt of a written order of the Issuer in the form of an Issuer Request, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any.

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Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.

The principal of, premium, if any, interest, and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, State of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.04; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the registry maintained by the Registrar or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. Payments in respect of Notes represented by a Physical Note (including principal, premium, if any, and interest) held by a Holder will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than three Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

SECTION 2.02. Form and Dating.

The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit C, and Notes offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S (“Other Notes”) may be represented by a Restricted Global Note or, if such an investor may not hold an interest in the Restricted Global Note, a Physical Note, in each case, bearing the Private Placement Legend. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

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The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

At least one Officer shall sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

The Notes shall be issuable only in registered form without coupons in denominations of $1,000 principal amount and integral multiples of $1,000.

SECTION 2.04. Registrar and Paying Agent.

The Issuer shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Notes may be presented

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for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Issuer, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more additional Paying Agents. The term “Paying Agent” includes any additional Paying Agent. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and the Trustee.

The Issuer shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any Wholly Owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Notes and this Indenture.

SECTION 2.05. Paying Agent To Hold Money in Trust.

Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the

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Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date, and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

SECTION 2.07. Transfer and Exchange.

Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.09, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part.

Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry.

Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law.

Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

SECTION 2.08. Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue

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and the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the guarantee thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Issuer, an indemnity bond shall be posted by such Holder, sufficient in the judgment of both to protect the Issuer, the Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer and the Trustee may charge such Holder for their reasonable out-of-pocket expenses in replacing such Note (including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual Obligation of the Issuer.

SECTION 2.09. Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuer receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08.

If the principal of any Note is considered paid under Section 4.01, it shall cease to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the Issuer or an Affiliate thereof) holds, on any redemption date or maturity date, money sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or any other Affiliate of the Issuer shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on

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any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has received an Officers’ Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer, a Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.12. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall (subject to the record-retention requirements of the Exchange Act) destroy cancelled Notes. The Trustee shall deliver a certificate of such destruction to the Issuer. The Issuer may not reissue or resell, or issue new Notes to replace, Notes that the Issuer has redeemed or paid, or that have been delivered to the Trustee for cancellation.

SECTION 2.13. Defaulted Interest.

If the Issuer defaults on a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix such special record date and payment date in a manner satisfactory to the Trustee. The Issuer shall promptly mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

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SECTION 2.14. CUSIP Number.

The Issuer in issuing the Notes may use a “CUSIP” number, ISIN and “Common Code” number (in each case if then generally in use), and if so, such CUSIP number, ISIN and Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of such number either as printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any such CUSIP number, ISIN and Common Code number used by the Issuer in connection with the issuance of the Notes and of any change in the CUSIP number, ISIN and Common Code number.

SECTION 2.15. Deposit of Moneys.

Prior to 10:00 a.m., New York City time, on each Interest Payment Date, maturity date, Change of Control Payment Date and Asset Sale Payment Date, as the case may be, the Issuer shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, maturity date, Change of Control Payment Date and Asset Sale Payment Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date, maturity date, Change of Control Payment Date and Asset Sale Payment Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

(a) Rule 144A Notes and Other Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes.

Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as

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the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Subject to Section 2.16(f), interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.17. In addition, subject to Section 2.16(f), a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository within 90 days thereof or (y) has ceased to be a clearing agency registered under the Exchange Act and the Issuer thereupon fails to appoint a successor depository within 90 days thereof or (ii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures).

(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and make available for delivery, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Private Placement Legend or, in the case of the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the Issuer determines otherwise in compliance with applicable law.

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(f) On or prior to the 40th day after the later of the commencement of the offering of the Notes represented by the Regulation S Global Note and the issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in the corresponding Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States or any other jurisdiction. During the Restricted Period, a beneficial interest in the Regulation S Global Note may not be exchanged for a Physical Note.

(g) Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

(h) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(i) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

SECTION 2.17. Special Transfer Provisions.

(a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

(i) the Registrar shall register the transfer of any Note constituting a Restricted Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the date of original issuance thereof or such other date as such Note shall be freely transferable under Rule 144 as certified in an Officers’ Certificate or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has

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delivered to the Registrar a certificate substantially in the form of Exhibit E hereto and an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee or (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the Registrar has received an Officers’ Certificate authorizing such transfer; and

(ii) if the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of a Global Note in an amount equal to the principal amount of the beneficial interest in a Global Note to be transferred, and (b) the Registrar shall reflect on its books and records the date and an increase in the principal amount of a Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note transferred or the Issuer shall execute and the Trustee shall authenticate and make available for delivery one or more Physical Notes of like tenor and amount.

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

(i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

(ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with

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the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

(c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) it has received the Officers’ Certificate required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act and the Registrar has received an Officers’ Certificate from the Issuer to such effect or such Note has been exchanged in the Exchange Offer under the Registration Rights Agreement.

(d) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to paragraph 6 of the Notes, at least 30 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the

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Trustee) but not more than 60 days before the Redemption Date, except that any such notice to the Trustee may be given to the Trustee more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of this Indenture, the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

In the event that less than all of the Notes are to be redeemed pursuant to a redemption made pursuant to paragraph 6 of the Notes, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national security exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part. If a partial redemption is made pursuant to the paragraph 6(c) of the Notes, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless that method is otherwise prohibited. The Trustee shall promptly notify the Issuer of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $1,000 in whole multiples of $1,000. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the other terms of this Indenture.

SECTION 3.03. Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of this Indenture.

The notice shall identify the Notes to be redeemed (including the CUSIP numbers ISIN and Common Code numbers, if any thereof) and shall state:

(1) the Redemption Date;

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(2) the redemption price and the amount of premium, if any, and accrued interest to be paid;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7) the provision of paragraph 6 of the Notes, as the case may be, pursuant to which the Notes called for redemption are being redeemed; and

(8) the aggregate principal amount of Notes that are being redeemed.

At the Issuer’s request, the Trustee shall forward the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided that the Trustee has received notice from the Issuer as provided in Section 3.01. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.03.

SECTION 3.04. Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date, provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date, and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

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SECTION 3.05. Deposit of Redemption Price.

On or prior to 10:00 a.m., New York City time, on each Redemption Date, the Issuer shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, including premium, if any, and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Issuer to the Trustee for cancellation.

On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued interest on Notes called for redemption shall have been made available in accordance with the preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and (to the extent permitted by applicable law) any interest not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes.

The Issuer shall pay the principal of, premium, if any, and interest (including all Additional Interest, if any, as provided in the Registration Rights Agreement) on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment.

The Issuer shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes.

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SECTION 4.02. Reports to Holders.

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Issuer will furnish to the Trustee, DTC and the Holders, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

In addition, whether or not required by the Commission, after the consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement), the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission (unless the Commission will not accept such a filing) for public availability within the time periods specified in the Commission’s rules and regulations for a filer that is not an “accelerated filer” (as defined in such rules and regulations) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In addition, if at any time any direct or indirect parent becomes a Guarantor (there being no obligation of any such parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any other direct or indirect parent of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.02 may, at the option of the Issuer, be filed by and be those of parent rather than the Issuer.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing of any information as and when required by the foregoing with the Commission of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

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SECTION 4.03. Waiver of Stay, Extension or Usury Laws.

Each of the Issuer and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive any of the Issuer and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) each of the Issuer and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action they are taking or propose to take with respect thereto).

(b) The Issuer and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, within 5 days upon any Officer becoming aware of any Default, an Officers’ Certificate specifying such Default and what action the Issuer and the Guarantors are taking or propose to take with respect thereto.

(c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice to the Trustee of any change in its fiscal year.

SECTION 4.05. Taxes.

The Issuer and the Guarantors shall, and shall cause each of their Subsidiaries to, pay prior to delinquency all material taxes, lawful assessments, and governmental levies except as contested in good faith and by appropriate actions or where failure to pay or cause to be paid any such tax, lawful assessment or governmental levy is not materially adverse to the Holders.

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SECTION 4.06. Limitations on Incurrences of Indebtedness and Issuances of Preferred Stock.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this Section 4.06 shall not prohibit the incurrence of any of the following (“Permitted Debt”):

(1) the incurrence of Indebtedness under the Credit Agreement by the Issuer or any of the Guarantors together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of (x) $345.0 million plus (y) up to an additional $50.0 million, to the extent the Consolidated Senior Debt Ratio as of the date of incurrence would have been no greater than 3.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), less (z) the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales;

(2) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes issued on the Issue Date and by the Exchange Securities issued in exchange for, and evidencing the Indebtedness formerly evidenced by, the Notes (including any Guarantee thereof);

(3) Existing Indebtedness (other than Indebtedness described in clauses (1) and (2));

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(4) Indebtedness (including Capitalized Lease Obligations) incurred by the Issuer or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 270 days before or after such purchase, lease or improvement in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4) and any Indebtedness that refunds or refinances such Indebtedness, does not exceed the greater of (x) $7.5 million and (y) 1.0% of the Issuer’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of the incurrence of such Indebtedness;

(5) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being determined in good faith by the Board of Directors of the Issuer and measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and any Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness

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(except to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer or a Guarantor is the obligor on any such Indebtedness owed to a Non-Guarantor Restricted Subsidiary, such Indebtedness is expressly subordinated in right of payment to all obligations of the Issuer or such Guarantor with respect to the Notes or the Guarantees;

(8) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(9) Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(10) obligations in respect of performance and surety bonds and performance and completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(11) Indebtedness of the Issuer or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $30.0 million (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (11) shall cease to be deemed incurred or outstanding for purposes of this clause (11) but shall be deemed incurred for the purposes of the first paragraph of this Section 4.06 for the Issuer or any Guarantor from and after the first date on which the Issuer or such Guarantor could have incurred such Indebtedness or Preferred Stock under the first paragraph of this Section 4.06 without reliance on this clause (11));

(12) (x) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a Non-Guarantor Restricted Subsidiary of

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Indebtedness of another Non-Guarantor Restricted Subsidiary incurred in accordance with the terms of this Indenture, and (z) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer incurred in accordance with the terms of this Indenture;

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this Section 4.06 and clauses (2) and (3) above, this clause (13) and clauses (14), (17) and (22) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees, at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Issuer or a Guarantor or (y) Indebtedness or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a Stated Maturity prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided, further, that subclauses (A), (B) and (E) of this clause (13) will not apply to any refunding or refinancing of any Senior Debt or Guarantor Senior Debt;

(14) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or amalgamated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger or amalgamation; and provided, further, that after giving effect to such incurrence of Indebtedness either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this Section 4.06 or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

(15) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten business days of its incurrence;

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(16) Indebtedness incurred in a Qualified Securitization Financing;

(17) Contribution Indebtedness;

(18) Indebtedness consisting of promissory notes issued by the Issuer or any Guarantor to current or former officers, directors and employees, their respective estates, assigns, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent of the Issuer permitted by Section 4.08;

(19) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(20) Indebtedness incurred in the ordinary course of business consisting of a guarantee in favor of a third party in connection with such third party’s lease of products purchased from the Issuer or any Restricted Subsidiary to customers;

(21) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, which when taken together with all Indebtedness of Foreign Subsidiaries outstanding pursuant to this clause (21) does not exceed at the time of incurrence the greater of (x) $10.0 million and (y) 1.5% of the Issuer’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of incurrence of such Indebtedness; and

(22) Indebtedness of the Issuer or a Guarantor incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Issuer or such Guarantor of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger, amalgamation or consolidation with, any Person owning such assets); provided, that after giving effect to such transaction and any related financing transactions, the Fixed Charge Coverage Ratio of the Issuer for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, (A) would have been at least 1.75 to 1 and (B) would have been greater than the Issuer’s Fixed Charge Coverage Ratio for such period immediately prior to such transaction.

For purposes of determining compliance with this Section 4.06, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.06, the Issuer will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this Section 4.06, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories.

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Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.06. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1), and the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness. The maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may incur pursuant to this Section 4.06 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

SECTION 4.07. Limitations on Layering Indebtedness.

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Senior Debt (including Acquired Debt) of the Issuer or Guarantor Senior Debt (including Acquired Debt) of such Guarantor, as the case may be, unless such Indebtedness is either

(1) pari passu in right of payment with the Notes or the Guarantees; or

(2) subordinate in right of payment to the Notes or the Guarantees.

For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

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SECTION 4.08. Limitations on Restricted Payments.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(a) declare or pay any dividend or make any other distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation (other than (A) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or (B) dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger, amalgamation or consolidation involving the Issuer and including the exercise of any option to exchange any Equity Interests (other than into any Equity Interest of the Issuer or any of its direct or indirect parents that is not Disqualified Stock);

(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or the Guarantees) (other than (x) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition or retirement of Indebtedness subordinated or junior in right of payment to the Notes, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or acquisition or retirement); or

(d) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

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(2) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.06; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2) through (7), (9) through (13) and (15), (17) and (18) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities received by the Issuer after the Issue Date from the issue or sale of (x) Equity Interests of the Issuer (including Retired Capital Stock (as defined below) but excluding (i) cash proceeds and marketable securities received from the sale of Equity Interests of the Issuer or any direct or indirect parent (to the extent actually contributed to the Issuer) to members of management, directors or consultants of the Issuer, any direct or indirect parent corporation of the Issuer and the Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) Designated Preferred Stock, (iii) the Cash Contribution Amount, (iv) Disqualified Stock and (v) Excluded Contributions) or (y) debt securities of the Issuer that have been converted into such Equity Interests of the Issuer (other than Refunding Capital Stock (as defined below) or Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities contributed to the capital of the Issuer after the Issue Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded Contributions, (iii)

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any Disqualified Stock, (iv) any Designated Preferred Stock, (v) the Cash Contribution Amount and (vi) cash proceeds and marketable securities received from the sale of Equity Interests of the Issuer or any direct or indirect parent (to the extent actually contributed to the Issuer) to members of management, directors or consultants of the Issuer, any direct or indirect parent corporation of the Issuer and the Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), plus

(d) without duplication of amounts included in clause (18) of the next succeeding paragraph, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities received after the Issue Date by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Issuer or its Restricted Subsidiaries and releases of guarantees (to the extent no payment was made thereunder) which constitute Restricted Investments which reduced the amount available under this clause (3) of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Issuer in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made pursuant to clause (10) or (18) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Investments made pursuant to clauses (10) or (18) of the next succeeding paragraph and Permitted Investments) previously made (and treated as a Restricted Payment) by the Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary.

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The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Issuer) of Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (in each case, other than Disqualified Stock and the Cash Contribution Amount) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes or the Guarantees made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred in compliance with Section 4.06 so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness being so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the Notes and the Guarantees at least to the same extent as the Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Issuer or any of its direct or indirect parents held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parents (or their permitted transferees, assigns, estates, heirs, spouses or former spouses), in each case, pursuant to

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any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); and provided, further, that such amounts may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of its direct or indirect parents, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parents that occurs after the Issue Date plus (B) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; provided, however, that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in compliance with Section 4.06 to the extent such dividends are included in the definition of Fixed Charges for such Person;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends or distributions to any direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Issuer or of any direct or indirect parent of the Issuer issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions thereon) on a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received, directly or indirectly, by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) the payment of dividends on the Issuer’s common stock following the first public offering of the Issuer’s common stock or the common stock of any of its direct or

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indirect parents after the Issue Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Issuer in any past or future public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9) Restricted Payments that are made with Excluded Contributions; provided, that in the case of any Excluded Contributions which are not made in cash, any Restricted Payment (other than any Investment) with such Excluded Contributions are of substantially similar property to the property contributed;

(10) other Restricted Payments in an aggregate amount not to exceed $15.0 million;

(11) the declaration and payment of dividends to, or the making of loans to, any direct or indirect parent of the Issuer in amounts required for such party to pay:

(A) franchise taxes and other fees, taxes and expenses required to maintain its legal existence;

(B) federal, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer;

(C) customary and reasonable salary, bonus, severance and other benefits payable to officers and employees of any direct or indirect parent of the Issuer to the extent such salaries, bonuses, severance and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(D) general overhead expenses (including professional and administrative expenses) for any direct or indirect parent of the Issuer to the extent such expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(E) fees and expenses other than to Affiliates related to any unsuccessful equity or debt offering not prohibited by this Indenture;

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(12) cash dividends or other distributions or payments on the Issuer’s or any Restricted Subsidiary’s Capital Stock or Equity Interests used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the Transactions, and to fund the merger consideration under the Merger Agreement;

(13) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those applicable to the Notes under Sections 4.09 and 4.20; provided, however, that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered in connection with such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) cash dividends or other distributions or payments on the Issuer’s Capital Stock or Equity Interests of the net proceeds received by the Issuer from the sale of the Notes on the Issue Date, the proceeds of which will be used as described in the Offering Memorandum under the section entitled “Use of proceeds”;

(16) the payment of dividends and other distributions to any direct or indirect parent of the Issuer in an amount equal to any reduction in taxes actually realized by the Issuer and its Restricted Subsidiaries in the form of refunds or credits or from deductions when applied to offset income or gain as a direct result of (i) transaction fees and expenses, (ii) commitment and other financing fees or (iii) severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options or bonuses, in each case in connection with the Transactions (notwithstanding anything to the contrary in this Indenture, 50% of the Restricted Payments permitted by this clause (16) and made hereunder shall be excluded from the amount of Restricted Payments made by the Issuer and the Restricted Subsidiaries for purposes of clause (3) of the preceding paragraph);

(17) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Issuer or any direct or indirect parent of the Issuer; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.08 (as determined in good faith by the Board of Directors of the Issuer); and

(18) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are

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at the time outstanding, after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Issuer and/or its Restricted Subsidiaries consist of cash and/or marketable securities, not to exceed the sum of (x) $10.0 million and (y) if positive, an amount equal to 5.0% of Consolidated Net Income of the Issuer (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter prior to the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), (8), (14), (16) or (18) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of any Restricted Payment (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.08 will be determined in good faith by the Board of Directors of the Issuer. The Issuer’s determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $10.0 million.

The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if an Investment in such amount would be permitted at such time under this Section 4.08 or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

SECTION 4.09. Limitations on Asset Sales.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless:

(1) the Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) in the case of an Asset Sale involving consideration in excess of $7.5 million, the fair market value is determined by the Issuer’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

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(3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (3) above, the amount of (i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 1.25% of the Issuer’s Consolidated Total Assets as of the most recently ended fiscal quarter for which internal financial statements are available at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within fifteen (15) months after the receipt of any Net Proceeds from an Asset Sale, or, with respect to (2) and (3) below, if a contract for such investment has been entered into within fifteen (15) months after the receipt of any Net Proceeds from an Asset Sale, within 180 days of the date of such contract (but only if such 180th day occurs later than the end of such fifteenth month), the Issuer may apply, or cause its Restricted Subsidiary to apply, those Net Proceeds at its option:

(1) to permanently reduce (i) Senior Debt or Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto) or (ii) Indebtedness pari passu to the Notes (provided, however, that the Issuer shall equally and ratably reduce Indebtedness under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders) or (iii) Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness owed to the Issuer or to a Subsidiary of the Issuer;

(2) to an investment in (A) any one or more businesses; provided, however, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of

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such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in the case of each of (A), (B) and (C), used or useful in a Permitted Business; and/or

(3) to an investment in (A) any one or more businesses; provided, however, that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) other assets, in the case of each of (A), (B) and (C), that replace the businesses, properties and assets that are the subject of such Asset Sale.

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $7.5 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and holders of Indebtedness that ranks pari passu to the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the remaining Excess Proceeds (the “Asset Sale Offer Amount”). The offer price (the “Asset Sale Payment”) in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise may invest the Net Proceeds in any manner that is not prohibited by this Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each Holder at its address appearing in the register for the Notes, with a copy to the Trustee, on the date of the Asset Sale Offer. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. Unless otherwise required by applicable law, the notice, which shall govern the terms of the Asset Sale Offer, shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 4.09;

(2) the Asset Sale Offer Amount, the Asset Sale Payment, the place or places where Notes are to be surrendered for tender pursuant to the Asset Sale Offer, and the

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date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”);

(3) that interest on any Notes not tendered or accepted for payment shall continue to accrue;

(4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Payment Date;

(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Notes completed, or transfer such Note by book-entry transfer, to the Paying Agent at the address specified in the notice at least three Business Days before the Asset Sale Payment Date (such Note being, if the Issuer so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer duly executed by, the Holder thereof or its attorney duly authorized in writing);

(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Asset Sale Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of its tender;

(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000 or integral multiples of $1,000 shall be purchased); and

(8) that in the case of any Holder whose Note is purchased only in part, the Issuer shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Notes so tendered, in denominations of $1,000 principal amount or integral multiples thereof.

On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Dollars sufficient to pay the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date.

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The Paying Agent shall promptly mail to each Holder of Notes so tendered the Asset Sale Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such conflict.

SECTION 4.10. Limitations on Transactions with Affiliates.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable taken as a whole to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.10 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

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The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Issuer and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments permitted by this Indenture, Permitted Investments (excluding Investments described in clauses (3), (5), (9) and (12) of the definition of Permitted Investments) and any Permitted Investment in a joint venture that is an Affiliate of the Issuer solely as a result of the Issuer’s ownership interest in such joint venture;

(3) the payment to the Sponsor of annual management, consulting, monitoring and advisory fees and Termination Fees and related indemnities and expenses pursuant to the Management Agreement or any amendment thereto (so long as any such amendment is not less advantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date);

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursement of expenses provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parents or any Restricted Subsidiary, as determined in good faith by the Board of Directors of the Issuer or senior management thereof;

(5) the payment by the Issuer or any Restricted Subsidiary to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of the Issuer, in each case in good faith;

(6) transactions in which the Issuer or any Restricted Subsidiary delivers to the applicable Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view;

(7) payments or loans (or cancellations of loans) to employees, officers, directors or consultants of the Issuer or any of its direct or indirect parents or any Restricted Subsidiary which are otherwise permitted under this Indenture;

(8) payments made or performance under any agreement or instrument as in effect as of the Issue Date (other than the Management Agreement and Stockholders Agreement), or any amendment thereto (so long as any such amendment is not less advantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date);

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(9) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party as of the Issue Date and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any amendment to the Stockholders Agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to Holders in any material respect than the original agreement as in effect on the Issue Date;

(10) the Transactions and the payment of all fees and expenses related to or incurred in connection with the Transactions as set forth in the Offering Memorandum;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms taken as a whole at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(12) if otherwise not prohibited hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any direct or indirect parent of the Issuer or to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or its Subsidiaries or any direct or indirect parent of the Issuer; and

(13) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the good faith determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms taken as a whole at least as favorable as would reasonably have been entered into at such time with an unaffiliated party.

SECTION 4.11. Limitations on Liens.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien (other than Permitted Liens and Liens securing the Notes and the Guarantees (including Additional Notes and Guarantees thereof)) that secures

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obligations under any Indebtedness of the Issuer or any Restricted Subsidiary on any asset or property of the Issuer or any Restricted Subsidiary or any income or profits therefrom or assign or convey any right to receive income therefrom, that by its terms is expressly subordinated in right of payment to or ranks pari passu in right of payment with the Notes or such Guarantor’s Guarantee thereof, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens until such time as such obligations are no longer secured by a Lien; or

(2) in all other cases, the Notes and any Guarantees are equally and ratably secured until such time as such obligations are no longer secured by a Lien.

SECTION 4.12. Conduct of Business.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Issuer and its Subsidiaries taken as a whole.

SECTION 4.13. Additional Guarantees.

The Issuer shall cause each Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary) that:

(1) guarantees any Indebtedness of the Issuer or any Guarantor; or

(2) if a Domestic Subsidiary, incurs any Indebtedness or issues any shares of Preferred Stock permitted to be incurred or issued pursuant to clause (1) of the definition of Permitted Debt or clause (11) of the definition of Permitted Debt;

to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the Notes. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee shall be released in accordance with the provisions of this Indenture described in Article Ten.

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SECTION 4.14. Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement or related documents as in effect on the Issue Date or as otherwise in effect so long as such encumbrances or restrictions are not any more materially adverse to the Holders or (y) on the Issue Date, including, without limitation, pursuant to Existing Indebtedness and related documentation;

(2) this Indenture and the Notes and Guarantees (including any Exchange Securities and related Guarantees and Additional Notes and Guarantees thereof);

(3) purchase money obligations or other obligations described in clause (4) of the second paragraph of Section 4.06 for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) above in the first paragraph of this Section 4.14 on the property so acquired;

(4) applicable law or any applicable governmental, judicial or regulatory rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

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(6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.06 and Section 4.11 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(10) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements;

(11) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(12) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; or

(13) other Indebtedness of a Foreign Subsidiary that is incurred subsequent to the Issue Date in accordance with the provisions of this Indenture.

SECTION 4.15. [Intentionally Omitted].

SECTION 4.16. [Intentionally Omitted]

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SECTION 4.17. Maintenance of Properties; Insurance; Compliance with Law.

(a) The Issuer shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties used or useful in the conduct of their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, necessary betterments and necessary improvements thereto; provided, however, that nothing in this Section 4.17(a) shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Issuer or any such Restricted Subsidiary desirable in the conduct of the business of the Issuer or any such Restricted Subsidiary; provided further, that nothing in this Section 4.17(a) shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

(b) The Issuer shall maintain, and shall cause to be maintained for each of its Restricted Subsidiaries, insurance covering such risks as are usually and customarily insured against by corporations similarly situated, in such amounts and with such deductibles as shall be customary for corporations similarly situated.

(c) The Issuer shall, and shall cause each of its Subsidiaries to, comply with all statutes, laws, ordinances or government rules and regulations to which they are subject, non-compliance with which would materially adversely affect the business, results of operations or financial condition of the Issuer and their Subsidiaries taken as a whole.

SECTION 4.18. Payments for Consent.

The Issuer shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.19. Legal Existence.

Subject to Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with its organizational documents (as the same may be amended from time to time).

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SECTION 4.20. Change of Control Offer.

If a Change of Control occurs, unless the Issuer at such time gives notice of redemption under clause (a) or (b) of the sixth paragraph of the Notes, each Holder will have the right to require the Issuer to make an Offer to Purchase (the “Change of Control Offer”), and to purchase, on a Business Day (the “Change of Control Payment Date”) not more than 60 days following the date of the notice referred to below, all of the then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the Change of Control Payment Date.

Within 60 days following the date upon which a Change of Control occurs (the “Change of Control Date”), unless the Issuer at such time gives notice of redemption under clause (a) or (b) of the sixth paragraph of the Notes, the Issuer shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Prior to complying with any of the provisions of this Section 4.20, but in any event within 120 days following a Change of Control, to the extent required to permit the Issuer to comply with this Section 4.20, the Issuer will either repay all Indebtedness under the Credit Agreement or obtain the requisite consents, if any, under all agreements governing Indebtedness outstanding under the Credit Agreement. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Paying Agent to the Issuer.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control or conditional upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

In addition, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if, in connection with or in contemplation of any Change of Control, the Issuer has made an offer to purchase (an “Alternative Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternative Offer; provided, however, that the terms and conditions of such contemplated Change of Control are described in reasonable detail to the Holders in the notice delivered in connection with such Alternative Offer.

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The Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.20, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.20 by virtue thereof.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Limitations on Mergers, Consolidations, etc.

The Issuer shall not, directly or indirectly: (a) consolidate, merge or amalgamate with or into another Person (whether or not the Issuer is the surviving corporation); or (b) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either:

(a) the Issuer is the surviving corporation; or

(b) the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than the Issuer) assumes all the obligations of the Issuer under the Notes, this Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to such Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.06 or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such transaction; and

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(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes.

For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Clauses (3) and (4) of this Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries and this Section 5.01 will not apply to the merger contemplated by the Merger Agreement. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with, merge into, amalgamate with or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary and (b) the Issuer may merge or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

SECTION 5.02. Successor Person Substituted.

Upon any consolidation or merger, or any transfer of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor entity had been named as the Issuer herein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

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ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following is an “Event of Default”:

(1) default by the Issuer in the payment when due, of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 60 days (whether or not such payment is prohibited by Article Eleven);

(2) default by the Issuer in the payment when due and payable, whether upon redemption, upon acceleration or otherwise, of the principal of, or premium, if any, on the Notes (whether or not such payment is prohibited by the subordination provisions of this Indenture);

(3) default by the Issuer in the performance of, or breach by the Issuer of any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clause (1) or (2) above; but including, the failure to make or fulfill the terms of a Change of Control Offer or an Asset Sale Offer) and such default or breach continues for a period of 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes;

(4) default under any mortgage, indenture or other instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (a) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods), or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $15.0 million (or its foreign currency equivalent) or more at any one time outstanding;

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(5) the failure by the Issuer or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $15.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the last audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the last audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary, as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the last audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary, or a Custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the last audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary, or

(c) orders the liquidation of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the last audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days; or

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(8) any Guarantee of any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Issuer) would constitute a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and this Indenture) or any Guarantor (or group of Guarantors) denies or disaffirms its Obligations under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of this Indenture) and such default continues for 10 days.

SECTION 6.02. Acceleration.

If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 with respect to the Issuer), shall have occurred and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal of and accrued interest on the Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable, or if the Credit Agreement remains outstanding, upon the first to occur of an acceleration under the Credit Agreement and five Business Days after receipt by the Issuer and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

If an Event of Default specified in clause (6) or (7) of Section 6.01 with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

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SECTION 6.04. Waiver or Rescission of Past Defaults and Events of Default.

(1) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.02, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may rescind and cancel such declaration and its consequences:

(a) if the rescission would not conflict with any judgment or decree;

(b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(d) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(e) in the event of the cure or waiver of an Event of Default of the type described in clauses (6) or (7) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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(2) The Holders of a majority in aggregate principal amount of the Notes issued and then outstanding under this Indenture may waive any existing Default or Event of Default under this Indenture, and its consequences, except (a) a default described in clause (1) or (2) of Section 6.01 and (b) in respect of a covenant or provision in this Indenture that cannot be modified or amended without the consent of each Holder of an outstanding Note affected.

(3) In the event of any Event of Default specified in clause (4) of Section 6.01, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

SECTION 6.05. Control by Majority.

Subject to the other provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. Subject to Section 7.01, the Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may result in costs and expenses of the Trustee for which it has no source of payment or recovery or involve it in personal liability to which it does not have adequate indemnity; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 6.06. Limitation on Suits.

No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee:

(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

(2) has been offered indemnity satisfactory to it in its reasonable judgment; and

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(3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of Section 6.01).

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No direct or indirect parent, and no past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer, any Subsidiary or any direct or indirect parent (other than the Guarantors pursuant to the Guarantees), as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture or any Guarantee, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes and the Guarantees. This waiver may not be effective to waive liabilities under the securities laws.

SECTION 6.08. Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, or premium, if any, and interest of the Note (including Additional Interest, if any) on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of the Holder.

SECTION 6.09. Collection Suit by Trustee.

If an Event of Default in payment of principal, premium or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate set forth in the Notes.

SECTION 6.10. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the

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same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matter as it deems necessary or advisable.

SECTION 6.11. Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall, subject to Section 10.03 and Article Eleven, pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest (including Additional Interest, if any) as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

THIRD: to the Issuer or, to the extent the Trustee collects any amount from any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

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SECTION 6.13. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

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(2) The Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee.

(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against any loss, liability, expense or fee.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provisions of the TIA.

SECTION 7.02. Rights of Trustee.

Subject to Section 7.01:

(1) The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 12.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

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(3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care.

(4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.

(5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(6) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(1) or 6.01(2) or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge.

(7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the cost, expenses and liabilities which may be incurred therein or thereby.

(8) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the investigation. Except with respect to Sections 4.01, 4.02 (subject to paragraph 12 below) and 4.04, the Trustee shall have no duty to inquire as to the performance of the Issuer’s covenants set forth herein.

(9) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(10) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder.

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(11) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(12) Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as which the Trustee is entitled to rely exclusively on the Officers’ Certificate).

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the either of the Issuer or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Guarantee, it shall not be accountable for the Issuer’s or any Guarantor’s use of the proceeds from the sale of Notes or any money paid to the Issuer or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Notes, Guarantee or this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as a committee of its Responsible Officers in good faith determines that the withholding of such notice is not opposed to the interest of the Holders.

SECTION 7.06. Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after May 15 of any year, commencing May 15, 2006 the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

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Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1) to all Holders, as the names and addresses of such Holders appear on the Registrar’s books; and

(2) to such Holders as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Notes are listed. The Issuer shall notify the Trustee when the Notes are listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity.

The Issuer and the Guarantors shall pay to the Trustee and Agents from time to time reasonable compensation for its services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Issuer and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors shall indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Issuer and the Guarantors in writing promptly of any claim asserted against the Trustee or Agent for which it may seek indemnity. However, the failure by the Trustee or Agent to so notify the Issuer and the Guarantors shall not relieve the Issuer and Guarantors of their obligations hereunder except to the extent the Issuer and the Guarantors are prejudiced thereby. The Issuer may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest

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between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld.

Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence, bad faith or willful misconduct. To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on particular Notes. The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08. Replacement of Trustee.

The Trustee may resign by so notifying the Issuer and the Guarantors in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Issuer and the removed Trustee in writing and may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld. The Issuer may remove the Trustee at its election if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $50,000,000 as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b), including the provision in § 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Issuer.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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SECTION 7.12. Paying Agents.

The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Issuer or by any obligor on the Notes) in trust for the benefit of Holders or the Trustee;

(B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(C) that it will give the Trustee written notice within three (3) Business Days of any failure of the Issuer (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

SECTION 7.13. Conflicts with the Issuer.

If the Trustee becomes a creditor of the Issuer, this Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

ARTICLE EIGHT

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. Without Consent of Holders.

The Issuer and the Trustee may amend, waive or supplement this Indenture, the Guarantees or the Notes without prior notice to or consent of any Holder:

(1) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee;

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(2) to provide for uncertificated Notes in addition to, or in place of, certificated Notes;

(3) to provide for the assumption of the Issuer’s obligations to holders of Notes in the case of a merger, amalgamation, consolidation, or sale of all or substantially all of the Issuer’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any such holder;

(5) to secure the Notes;

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(7) to add to the covenants of the Issuer or a Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Issuer or a Guarantor;

(8) to add a Guarantee of the Notes, including, without limitation, by a direct or indirect parent of the Issuer; or

(9) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided, however, that such sale, designation or release is in accordance with the provisions of this Indenture.

SECTION 8.02. With Consent of Holders.

(a) This Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default under, or compliance with any provision of each of this Indenture or the Notes may be waived (except a Default in respect of the payment of principal or interest on the Notes) with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with any purchase of, or tender offer or exchange offer for, Notes).

(b) Without the consent of each Holder affected, an amendment or waiver of this Indenture may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to Sections 4.09 and 4.20, or impair the right to institute suit for enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

(3) reduce the rate of, or change the time for payment of, interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in such Note;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by Section 4.09 or 4.20);

(8) make any change in this Section 8.02; or

(9) modify the Guarantee in any manner adverse to the holders of the Notes.

After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to each Holder affected thereby a notice briefly describing the amendment, supplement or waiver.

Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such amended or supplemental indenture.

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It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

SECTION 8.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture, the Notes or the Guarantees shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Note is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note, if the Trustee receives the written notice of revocation before the date the amendment, supplement, waiver or other action becomes effective.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

After an amendment, supplement, waiver or other action becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (9) of Section 8.02(b). In that case the amendment, supplement, waiver or other action shall bind each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.

SECTION 8.05. Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Issuer) shall request the Holder of the Note (in accordance with the specific written direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue, the Guarantors shall endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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SECTION 8.06. Trustee To Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 12.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and all conditions precedent required hereunder to such amendment, supplement or waiver have been satisfied.

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

The Issuer may terminate its obligations and the obligations of the Guarantors under the Notes, the Guarantees and this Indenture, except the obligations referred to in the last paragraph of this Section 9.01, if

(1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation, or

(2) (a) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest through the date of maturity or redemption,

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(b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound,

(c) the Issuer has paid or caused to be paid all sums payable by it under this Indenture, and

(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s and the Guarantors’ obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified below.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02. Legal Defeasance.

The Issuer may at its option, by Board Resolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Notes and the Guarantors discharged from their obligations under the Guarantees on the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders to receive solely from the trust funds described in Section 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium and Additional Interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 9.04, (B) the Issuer’s obligations hereunder with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (C) the rights, powers, trusts, duties,

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and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07), and the Issuer’s obligations in connection therewith, and (D) this Article Nine. Subject to compliance with this Article Nine, the Issuer may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 with respect to the Notes.

SECTION 9.03. Covenant Defeasance.

At the option of the Issuer, pursuant to a Board Resolution of the Board of Directors of the Issuer, (x) the Issuer and the Guarantors shall be released from their respective obligations under Sections 4.02 (except for obligations mandated by the TIA), 4.05 through 4.17, inclusive, and 4.20 and the first paragraph of Section 5.01 and (y) Section 6.01 (4), (5) and (8), and to the extent relating to a Significant Subsidiary (6) and (7), shall no longer apply with respect to the outstanding Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other provision herein or in any other document, but the remainder of this Indenture and the Notes shall be unaffected thereby.

SECTION 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars, and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes through the Stated Maturity or through the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date,

(2) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service, a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the holders and beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result

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of such Legal Defeasance and will be subject to federal income tax (including, for greater certainty, withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the holders and beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax (including, for greater certainty, withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred,

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit,

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound,

(6) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others, and

(7) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 9.05. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

All money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent), to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

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The Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time any money or non-callable Government Securities held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06. Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable Government Securities in accordance with Section 9.01, 9.02 or 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or non-callable Government Securities in accordance with Section 9.01, 9.02 or 9.03, as the case may be; provided that if the Issuer or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuer or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or non-callable Government Securities held by the Trustee or Paying Agent.

SECTION 9.07. Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Issuer, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.04, to the Issuer (or, if such moneys had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 9.08. Moneys Held by Trustee.

Subject to applicable law, any moneys deposited with the Trustee or any Paying Agent or then held by the Issuer or the Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder

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of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall be repaid to the Issuer (or, if appropriate, the Guarantors), or if such moneys are then held by the Issuer or the Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Issuer and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Issuer and the Guarantors, either mail to each Holder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.06, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York or the United States, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Issuer. After payment to the Issuer or the Guarantors or the release of any money held in trust by the Issuer or any Guarantors, as the case may be, Holders entitled to the money must look only to the Issuer and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE TEN

GUARANTEE OF NOTES

SECTION 10.01. Guarantee.

Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor.

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Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) subject to this Article Ten, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

SECTION 10.02. Execution and Delivery of Guarantee.

To further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit G hereto, shall be endorsed on each Note authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03. Subordination of Guarantees.

The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall be junior and subordinated to the prior payment in full of the Guarantor Senior Debt of

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such Guarantor in cash to the holders of such Guarantor Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Issuer. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article Eleven.

SECTION 10.04. Limitation of Guarantee.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the assets of each Guarantor.

SECTION 10.05. Release of Guarantor.

(a) A Guarantor shall be released from all of its obligations under its Guarantee if:

(i) (a) the Issuer or a Restricted Subsidiary consummates a sale, disposition or other transfer (including through merger, amalgamation or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor (other than to the Issuer or a Restricted Subsidiary) if such sale, disposition or other transfer is made in compliance with clauses (1), (2) and (3) of the first paragraph under Section 4.09; (b) the Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.08 and the definition of “Unrestricted Subsidiary”; (c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.13, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Guarantor or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (d) if the Issuer exercises its legal defeasance option or its covenant defeasance option in compliance with Article Nine or if its obligations under this Indenture are discharged in accordance with Article Nine, and

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(ii) in the case of clause (i)(a) above, such Guarantor is released from its guarantee, if any, of and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Guarantor;

and in each such case, the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder.

The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

(b) In addition, the Issuer shall not permit any Guarantor to consolidate with, merge with or into any person and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor (if other than the Issuer or another Guarantor) unless:

(A) (1) either: (a) the Guarantor is the surviving Person; or (b) the Person formed by or surviving any such consolidation, merger or amalgamation or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership, trust or limited liability company (if other than the Guarantor) organized and existing under the laws of the United States of America, any State of the United States of America or the District of Columbia (such Person being herein called the “Successor Guarantor”);

(2) the Successor Guarantor (if other than the Guarantor) assumes all the obligations of the Guarantor under its Guarantee, this Indenture and the Registration Rights Agreement; and

(3) immediately after such transaction no Default or Event of Default exists; or

(B) the transaction is made in compliance with the first paragraph of Section 4.09.

Except as set forth in Articles Four and Five and this Section 10.05, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation, amalgamation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

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SECTION 10.06. Waiver of Subrogation.

Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

ARTICLE ELEVEN

SUBORDINATION OF NOTES

SECTION 11.01. Agreement to Subordinate.

The Issuer agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Eleven, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of and enforceable by the holders of Senior Debt, including Senior Debt incurred after the date of this Indenture.

SECTION 11.02. Liquidation; Dissolution; Bankruptcy.

The holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt whether or not a claim for such amount would be allowed in such proceedings) before the Holders of Notes will be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments from the trust contemplated by Article Nine), in the event of any distribution to creditors of the Issuer:

(1) in a liquidation or dissolution of the Issuer;

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(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshalling of the Issuer’s assets and liabilities.

SECTION 11.03. Default on Designated Senior Debt.

(a) The Issuer may not make any payment in respect of the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments from the trust contemplated by Article Nine) if:

(1) a default by the Issuer in the payment when due, of principal, interest or premium, if any, on or with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace period (a “Senior Payment Default”); or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity (without further notice or the passage of time, other than notice of acceleration) (a “Senior Nonpayment Default”) and the Trustee receives a notice of such Senior Nonpayment Default (a “Payment Blockage Notice”) from the Representative of such Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice. No Senior Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Payment Blockage Notice, that, in either case, would give rise to a Senior Nonpayment Default pursuant to any provisions under which a Senior Nonpayment Default previously existed or was continuing shall constitute a new Senior Nonpayment Default for this purpose).

(b) The Issuer may and shall resume payments on the Notes:

(1) in the case of a Senior Payment Default, upon the date on which such Senior Payment Default is cured or waived, and

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(2) in the case of a Senior Nonpayment Default, upon the earlier of the date on which such Senior Nonpayment Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received or the date that the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

In the event that the Designated Senior Debt is accelerated because of a Senior Nonpayment Default in accordance with the terms of such Designated Senior Debt, and such acceleration has not been rescinded, then the failure to make the payment required arising from such acceleration shall constitute a Senior Payment Default.

SECTION 11.04. Acceleration of Securities.

If payment of the Notes is accelerated because of an Event of Default, the Issuer shall promptly notify the Representative of the Designated Senior Debt of the acceleration.

SECTION 11.05. When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (except Permitted Junior Securities or payments and other distributions made from the trust contemplated by Article Nine) when the payment is prohibited by Section 11.03, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article Eleven, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Issuer or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article Eleven, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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SECTION 11.06. Notice by the Issuer.

The Issuer shall promptly notify the Trustee and the Paying Agent of any facts known to the Issuer that would cause a payment of any Obligations with respect to the Notes to violate this Article Eleven, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article Eleven.

SECTION 11.07. Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article Eleven to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuer and Holders, a payment by the Issuer on such Senior Debt.

SECTION 11.08. Relative Rights.

This Article Eleven defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture shall:

(a) impair, as between the Issuer and Holders of Notes, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(b) affect the relative rights of Holders of Notes and creditors of the Issuer other than their rights in relation to holders of Senior Debt; or

(c) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

If the Issuer fails because of this Article Eleven to pay principal of, premium, if any, or interest or Additional Interest, if any, on a Note on the due date, the failure is still a Default or Event of Default.

SECTION 11.09. Subordination May Not Be Impaired by the Issuer.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or any Holder or by the failure of the Issuer or any Holder to comply with this Indenture.

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SECTION 11.10. Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Issuer referred to in this Article Eleven, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Eleven.

SECTION 11.11. Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article Eleven. Only the Issuer or a Representative may give the notice. Nothing in this Article Eleven shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

SECTION 11.12. Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Eleven, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.10 at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

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ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 12.02. Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in person, sent by facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

If to the Issuer or any Guarantor:

CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Attention: Chief Financial Officer

Fax Number: (408) 904-7272

copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Attention: Patrick O’Brien and Byung W. Choi

Fax Number: (617) 951-7050

If to the Trustee:

U.S. BANK NATIONAL ASSOCIATION

100 Wall Street-Suite 1600

New York, New York 10005

Attention: Corporate Trust Services

Fax Number: (212) 361-6153

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All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

The Issuer, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

Any notice or communication mailed to a Holder shall be valid if published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York or the United States; provided that publication shall normally be made in The Wall Street Journal. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it. If publication as provided herein is not practicable, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action or refrain from taking any action under this Indenture, upon request of the Trustee, the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Issuer or any Guarantor with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with;

provided that, with respect to matters of fact, legal counsel delivering such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 12.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions.

SECTION 12.07. Business Days; Legal Holidays.

A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York are authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

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SECTION 12.08. Governing Law.

THIS INDENTURE AND THE NOTES 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.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Issuer or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 12.10. [Reserved].

SECTION 12.11. Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors.

SECTION 12.12. Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

SECTION 12.13. Table of Contents, Headings, etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

CRCA MERGER CORPORATION
By:	/s/ Chris Gordon
Name:	Chris Gordon
Title:	Secretary

The undersigned hereby executes this Indenture immediately following the consummation of the Mergers, and confirms that the undersigned succeeded to all of the rights and obligations of the Issuer set forth herein effective upon the consummation of the Mergers:
CRC HEALTH CORPORATION
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

CORPORATE SUBSIDIARIES, each as a Guarantor:
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 RECOVERY, 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:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

CORPORATE SUBSIDIARIES, each as a Guarantor (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.
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:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

SAN DIEGO TREATMENT SERVICES
as a Guarantor
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

CALIFORNIA TREATMENT SERVICES
as a Guarantor
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

MILWAUKEE HEALTH SERVICES SYSTEM
as a Guarantor
By: WCHS, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Coral Health Services, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

THE CAMP RECOVERY CENTERS, L.P.
as a Guarantor
By: CRC Recovery, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: CRC Health Corporation
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

STONEHEDGE CONVALESCENT CENTER LIMITED PARTNERSHIP
as a Guarantor
By: Stonehedge Convalescent Center, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Comprehensive Addiction Programs, Inc.
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Raymond S. Haverstock
Name:	Raymond S. Haverstock
Title:	Vice President

EXHIBIT A

CUSIP            

CRCA MERGER CORPORATION

(to be merged with and into CRC HEALTH GROUP, INC. and CRC HEALTH CORPORATION to be merged immediately thereafter with and into CRC HEALTH GROUP, INC., with the surviving entity to be renamed CRC HEALTH CORPORATION)

No.                                                                  $

10.75% SENIOR SUBORDINATED NOTE DUE 2016

CRCA MERGER CORPORATION, a Delaware corporation (the “Issuer”, which term includes any successor corporation), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of $ dollars on February 1, 2016.

Interest Payment Dates: February 1 and August 1.

Record Dates: January 15 and July 15.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.

CRCA MERGER CORPORATION

By:

Name:

Title:

Dated:

Certificate of Authentication

This is one of the 10.75% Senior Subordinated Notes due 2016 referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Dated:

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[FORM OF REVERSE OF NOTE]

CRCA MERGER CORPORATION

10.75% SENIOR SUBORDINATED NOTE DUE 2016

1. Interest. CRCA MERGER CORPORATION, a Delaware corporation (to be merged with and into CRC HEALTH GROUP, INC. and CRC HEALTH CORPORATION to be merged immediately thereafter with and into CRC HEALTH GROUP, INC., with the surviving entity to be renamed CRC HEALTH CORPORATION) (the “Issuer”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 10.75% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including February 6, 2006 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each February 1 and August 1 commencing on August 1, 2006. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at a rate of 10.75% per annum.

2. Method of Payment. The Issuer will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on January 15 or July 15 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. At the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the registry maintained by the Registrar or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. Payments in respect of Notes represented by a Physical Note (including principal, premium, if any, and interest) held by a Holder will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than three Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar. Initially, U.S. Bank National Association, a national banking association (the “Trustee”), will act as a Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Issuer or any of its Affiliates may act as Paying Agent or Registrar.

4. Indenture. The Issuer issued the Notes under an Indenture dated as of February 6, 2006 (the “Indenture”) among the Issuer, the Guarantors (as defined in the Indenture) and the Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part

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of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5. Subordination. The payment of the Notes will, to the extent set forth in the Indenture, be subordinated in right of payment to the prior payment in full in cash of all Senior Debt.

6. Optional Redemption. (a) The Notes may be redeemed in whole or in part, at any time prior to February 1, 2011, at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b) On or after February 1, 2011, the Issuer may redeem at any time all or a part of the Notes, at its option, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years listed below:

Year	Redemption Price
2011	105.375	%
2012	103.583	%
2013	101.792	%
2014 and thereafter	100.000	%

(c) Notwithstanding the foregoing, at any time prior to February 1, 2009, the Issuer may, at its option, on one or more occasions, redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 110.75% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) must remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) the redemption must occur within 90 days of the date of the closing of any such Equity Offering.

(d) In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with Section 3.02 of the Indenture.

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7. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his registered address, except that redemption notice may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. On and after the Redemption Date, unless the Issuer defaults in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption.

8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Issuer shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9. Registration Rights. Pursuant to a Registration Rights Agreement among the Issuer, the Guarantors and the Initial Purchasers, the Issuer will be obligated to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for notes of a separate series issued under the Indenture (or a trust indenture substantially identical to the Indenture in accordance with the terms of the Registration Rights Agreement) which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

11. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

12. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Issuer at its written request. After that, Holders entitled to the money must look to the Issuer for payment as general creditors unless an “abandoned property” law designates another Person.

13. Amendment, Supplement, Waiver, Etc. The Issuer, the Guarantors and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and

A-5

modifications of the Indenture or the Notes may be made by the Issuer, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

14. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

15. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, by written notice to the Trustee and the Issuer, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest on all Notes to be immediately due and payable and such amounts shall become immediately due and payable. If an Event of Default specified in Section 6.01(6) or (7) occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Issuer under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

16. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.

17. Discharge. The Issuer’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or non-callable Government Securities sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

18. Guarantees. The Note will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

19. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

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20. Governing Law. This Note 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. The Trustee, the Issuer, the Guarantor and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

21. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Attention: Chief Financial Officer

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.09 or Section 4.20 of the Indenture, check the appropriate box:

¨     Section 4.09                         ¨     Section 4.20

If you want to have only part of the Note purchased by the Issuer pursuant to Section 4.09 or Section 4.20 of the Indenture, state the amount you elect to have purchased:

$                                                  

(multiple of $1,000)

Date:                                          

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

EXHIBIT B

[FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE RESTRICTED NOTES]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

B-1

[FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE RESTRICTED NOTES]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

[Check One]

¨ (a)	this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder.
	or
¨ (b)	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-2

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

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EXHIBIT C

[FORM OF LEGEND FOR REGULATION S NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

C-1

[FORM OF ASSIGNMENT FOR REGULATION S NOTE]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

[Check One]

¨ (a)	this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder.
	or
¨ (b)	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-2

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

C-3

EXHIBIT D

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form:

This Note is a Global Note within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. This Note is not exchangeable for Notes registered in the name of a person other than the depository or its nominee except in the limited circumstances described in the indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the depository to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository) may be registered except in the limited circumstances described in the Indenture.

Unless this certificate is presented by an authorized representative of the Depository Trust Company (a New York corporation) (“DTC”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of CEDE & CO. or in such other name as it requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.

D-1

EXHIBIT E

Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors

U.S. Bank National Association

100 Wall Street – Suite 1600

New York, New York 10005

Attention: Corporate Trust Services

Ladies and Gentlemen:

In connection with our proposed purchase of 10.75% Senior Subordinated Notes due 2016 (the “Notes”) of CRCA Merger Corporation, a Delaware corporation (the “Issuer”), we confirm that:

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of February 6, 2006 relating to the Notes and we agree to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the Notes have not been registered under the Securities Act or any other applicable securities laws, have not been and will not be qualified for sale under the securities laws of any non-U.S. jurisdiction and that the Notes may not be offered, sold, pledged or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (i) to the Issuer or any subsidiary thereof, (ii) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined in Rule 144A), (iii) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes, (iv) outside the United States to persons other than U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S under the Securities Act, (v) pursuant to the exemption form registration provided by Rule 144 under the Securities Act (if applicable) or (vi) pursuant to an effective registration statement, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein.

3. We understand that, on any proposed resale of any Notes, we will be required to furnish to you and the Issuer such certifications, legal opinions and other information as you and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

E-1

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting each are able to bear the economic risk of our or their investment, as the case may be.

5. We are acquiring the Notes purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

6. We are not acquiring the Notes with a view toward the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferee]

By:

Name:

Title:

Date:                         

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EXHIBIT F

Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S

U.S. Bank National Association

100 Wall Street – Suite 1600

New York, New York 10005

Attention: Corporate Trust Services

Re: CRCA Merger Corporation, a Delaware corporation (the “Issuer”)

10.75% Senior Subordinated Notes due 2016 (the “Notes”)

Dear Sirs:

In connection with our proposed sale of $             aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Notes was not made to a U.S. person or to a person in the United States;

(2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 904(a) of Regulation S;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Notes.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferee]

By:

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EXHIBIT G

NOTATION OF GUARANTEE

Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of February 6, 2006 by and among CRCA Merger Corporation (to be merged with and into CRC Health Group, Inc. and CRC Health Corporation to be merged immediately thereafter with and into CRC Health Group, Inc., with the surviving entity to be renamed CRC Health Corporation), as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, all in accordance with the terms set forth in Article Ten of the Indenture.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

[Signatures on Following Pages]

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IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized officer.

[GUARANTORS]

By:

Name:

Title:

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EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated February 6, 2006 (this “Agreement”) is entered into by and among (i) CRCA Merger Corporation, a Delaware corporation (“Merger Sub”) and, following the Mergers (as defined below), CRC Health Corporation, a Delaware corporation (the “Company”), and the guarantors listed in Schedule I hereto (the “Guarantors”) and (ii) J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Representatives”) on behalf of the several initial purchasers named on the signature pages hereto (the “Initial Purchasers”).

Merger Sub has agreed to issue and sell to the Initial Purchasers, upon the terms and subject to the conditions set forth in a purchase agreement dated January 25, 2006 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 10.75% Senior Subordinated Notes due 2016 (the “Notes”) and following the Mergers, Merger Sub’s obligations under the Notes will be assumed by the Company and the Company’s obligations under the Notes will be jointly and severally guaranteed (the “Guarantees” and together with the Notes, the “Securities”) on a senior subordinated basis by the Guarantors. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

The Securities are being issued and sold as part of the financing necessary to effect the mergers (the “Mergers”) of Merger Sub, an entity formed by an investment fund associated with Bain Capital Partners, LLC, with and into CRC Health Group, Inc., and CRC Health Corporation with and into CRC Health Group, Inc,, with the surviving entity renamed as CRC Health Corporation, pursuant to an Agreement and Plan of Merger, dated as of October 8, 2005 (the “Merger Agreement”), pursuant to which the Company shall be the survivor.

As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, Merger Sub, and immediately following the Mergers, the Company and each Guarantor have agreed with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Securities and the Exchange Securities (as defined below), to provide the registration rights set forth in this Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Interest” shall have the meaning set forth in Section 2(d) hereof.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean a registration statement on Form S-4 (or, if applicable, on another appropriate form) relating to an offering of Exchange Securities pursuant to an Exchange Offer) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior subordinated notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical in all material respects to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or contain terms with respect to the payment of Additional Interest) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities and the Exchange Securities dated as of February 6, 2006 among the Company, the Guarantors and U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be considered outstanding and shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

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“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement or free-writing prospectus with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding.

“Registration Default” shall have the meaning set forth in Section 2(d) hereof.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“Representatives” shall have the meaning set forth in the preamble.

“SEC” shall mean the United States Securities and Exchange Commission.

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“Securities” shall have the meaning set forth in the Preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Default” shall have the meaning set forth in Section 2(d) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders of a majority of the aggregate principal amount of Registrable Securities that are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

“Staff” shall mean the staff of the SEC.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act.

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for like principal amount of Exchange Securities within 150 calendar days after the Closing Date, (ii) use their reasonable best efforts to have such Registration Statement declared effective within 300 calendar days after the Closing Date and remain open for not less than 30 calendar days after the date notice of the Exchange Offer is mailed to Holders and (iii) have such Registration Statement remain effective until 180 days after the closing of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer as soon as is practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

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(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement;

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and

(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in aggregate principal amount to the aggregate principal amount of the Registrable Securities surrendered by such Holder.

The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretation of the Staff.

If, during the period the Exchange Offer Registration Statement is effective, an event occurs which makes any statement made in such Exchange Offer Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Exchange Offer Registration Statement or the related Prospectus in order to make the statements therein not misleading or

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in such Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company and the Guarantors shall use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to the Exchange Offer Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to suspend the exchange of the Registrable Securities as promptly as practicable after the occurrence of such an event until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission.

(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretation of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the 360th calendar day after the Closing Date in connection with any offer or sale of Registrable Securities originally purchased and still held by the Initial Purchasers, the Company and the Guarantors shall cause to be filed as soon as practicable after such determination, date or request, as the case may be, and in any event on or prior to 45 calendar days after the date such filing obligation arises (but in no event sooner than the 150th calendar day after the Closing Date), or (iii) any Initial Purchaser, based upon the reasonable advice of counsel for such Initial Purchaser, shall so request a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof, use their reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC within 195 calendar days after such filing obligation arises (or, if later, the 300th calendar day following the Closing Date), and use their reasonable best efforts to keep effective the Shelf Registration Statement until two years after the Closing Date (or such shorter period that will terminate when all of the Registrable Securities covered thereby have been exchanged pursuant thereto or in certain other circumstances).

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall file and use their reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are no longer outstanding (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably and timely requested by a Holder to correct information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

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(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.

The Company, each Guarantor and the Initial Purchasers agree that the Holders will suffer damages if the Company or the Guarantors fail to fulfill their respective obligations under Section 2(a) or Section 2(b) hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and each Guarantor agree that in the event that:

(A) the Exchange Offer Registration Statement is not filed with the SEC within 150 calendar days after the Closing Date or (B) the Exchange Offer Registration Statement is not declared effective within 300 calendar days after the Closing Date or the Exchange offer is not consummated within 60 calendar days after the date such Exchange Offer Registration Statement was declared effective (each such event, a “Registration Default”); or

(B) a Shelf Registration Statement is not filed with the SEC or declared effective when required pursuant to Section 2(b) or (B) a Registration Statement is declared effective as required pursuant to Section 2(b) but thereafter fails to remain effective or usable in connection with resales for more than 30 calendar days (a “Shelf Registration Default”);

then the Company and the Guarantors hereby agree to pay each Holder of Registrable Securities affected thereby, additional interest (“Additional Interest”). Additional Interest will accrue on the affected Registrable Securities and the affected Exchange Securities, as applicable. The rate of Additional Interest will be 0.25% per annum of the principal amount of Registrable Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default or Shelf Registration Default, as applicable, increasing by 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until (x) with respect to a Registration Default, the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradeable under the Securities Act (which shall include, without limitation, an effective Shelf Registration Statement relating to the Securities) or (y) with respect to a Shelf Registration Default, the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable.

Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Securities or Exchange Securities who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to furnish information to the Company in accordance with Section 3(b) hereof) shall not be entitled to Additional Interest with respect to a Shelf Registration Default.

Anything herein to the contrary notwithstanding, no Holder who (x) was eligible to exchange such Holder’s outstanding Securities at the time that the Exchange Offer was pending and consummated and (y) failed to validly tender such Securities for exchange pursuant to the Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Exchange Offer is consummated pursuant to this Section 2(d).

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(e) The Company shall notify the Trustee within one Business Day after each date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to this Section 2 will be payable in addition to any other interest payable from time to time with respect to the Registrable Securities in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Additional Interest commence to accrue. The amount of Additional Interest will be determined in a manner consistent with the calculation of interest under the Indenture.

(f) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

3. Registration Procedures.

(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders (if any had been identified by written notice to the Company) and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, as such Holder or Underwriter may reasonably request, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(a)(ix), the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law and this Agreement by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law and this Agreement;

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(iv) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(v) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (4) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Shelf Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement in order to make the statements therein not misleading or in such Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement would be appropriate;

(vi) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable and promptly provide notice to each Holder of the withdrawal of any such order;

(vii) in the case of a Shelf Registration furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(viii) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

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(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission or until the Company notifies the Holders that the sale of the Registrable Securities may be resumed;

(x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object within a reasonable time of receipt;

(xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

(xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiii) in the case of a Shelf Registration (including an Underwritten Offering thereunder), make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), which Inspector shall be reasonably acceptable to the Company and Guarantors, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by the Holders of Registrable Securities and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company

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and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement, in each case that would customarily be reviewed or examined in connection with “due diligence” review of the Company and the Guarantors; provided that the foregoing inspection and information gathering (1) shall be coordinated on behalf of the selling Holders, Underwriters and representatives thereof by one counsel, who shall be such counsel as may be chosen by the Majority Holders or by the Underwriters, as the case may be, and (2) if any such information is identified by the Company or any Guarantor as being confidential or proprietary, shall not be available for any such Holder or Underwriter who does not agree in writing pursuant to a customary non-disclosure agreement to hold such information in confidence;

(xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing; and

(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all such other reasonable actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when received, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings of the type contemplated by this provision, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities (subject, in each case, to the policies and procedures of the independent certified public accountants of the Company and the Guarantors and such other independent certified public accountants regarding the preparation and delivery of such letters), such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings of the type contemplated by this provision and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings of the type contemplated by this provision, to evidence the continued

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validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

(b) In the case of a Shelf Registration Statement, the Company and the Guarantors may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing. So long as any Holder fails to furnish such information in a reasonably timely manner after receiving the request, the Company and the Guarantors shall (i) have no obligation under this Agreement to provide for the disposition of such Holder’s Registrable Securities in the Shelf Registration Statement in respect to which such information was requested, (ii) not be required to provide for the disposition of such Holder’s Registrable Securities in any future Shelf Registration Statement that is not otherwise required to be filed and (iii) not be required to pay any Additional Interest to such Holder as provided in Section 2(d) hereof. Each Holder including Registrable Securities in a Shelf Registration Statement shall agree to furnish promptly to the Company all information regarding such Holder and the proposed distribution by such Holder of such Registrable Securities required to make the information previously furnished to the Company by such Holder not materially misleading.

(c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company or any Guarantor of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Company or any Guarantor, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Company or any Guarantor shall give any notice pursuant to Section 3(c) hereof to suspend the disposition of Registrable Securities pursuant to a Shelf Registration Statement, the Company and the Guarantors shall extend the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 60 days in the aggregate and there shall not be more than two suspensions in effect during any 365-day period.

(e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

4. Participation of Broker-Dealers in Exchange Offer.

(a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

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The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement until 180 days after the effective date of the Exchange Offer Registration Statement (as such period may be extended pursuant to Section 3(d) of this Agreement), if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 4 in accordance with applicable law and this Agreement.

(c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

5. Indemnification and Contribution.

(a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser, or information relating to any Holder furnished to the Company in writing through The Representatives or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors will also enter into an underwriting agreement pursuant to which the Company and the Guarantors will agree to jointly and severally indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in such Underwritten Offering, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement for such Underwritten Offering.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company

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and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement and any Prospectus.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any reasonably necessary local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A)

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includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

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6. General.

No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company or any Guarantor, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Indenture and the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

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Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto 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.

Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Miscellaneous. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CRCA MERGER CORPORATION
By:	/s/ Chris Gordon
Name:	Chris Gordon
Title:	Secretary

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Confirmed and accepted as of the
date first above written:
J.P. MORGAN SECURITIES INC.
For itself and on behalf of the several Initial Purchasers listed on Schedule A
By:	/s/ Geoffrey Benson
	Authorized Signatory

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Accepted and agreed to as of the date hereof after giving effect to the Mergers:
CRC HEALTH CORPORATION
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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CORPORATE SUBSIDIARIES, each as a Guarantor:
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 RECOVERY, 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:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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CORPORATE SUBSIDIARIES, each as a Guarantor (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.

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

-22-

SAN DIEGO TREATMENT SERVICES
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

-23-

CALIFORNIA TREATMENT SERVICES
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

-24-

MILWAUKEE HEALTH SERVICES SYSTEM
By: WCHS, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Coral Health Services, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

-25-

THE CAMP RECOVERY CENTERS, L.P.
By: CRC Recovery, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: CRC Health Corporation
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

-26-

STONEHEDGE CONVALESCENT CENTER, LIMITED PARTNERSHIP    as a Guarantor
By: Stonehedge Convalescent Center, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Comprehensive Addiction Programs, Inc.
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

-27-

Schedule I

Guarantors

Name	Jurisdiction of Incorporation
4therapy.com NETWORK	California
Advanced Treatment Systems, Inc.	Virginia
ATS of Cecil County, Inc.	Virginia
ATS of Delaware, Inc.	Virginia
ATS of North Carolina, Inc.	Virginia
Baton Rouge Treatment Center, Inc.	Louisiana
Beckley Treatment Center, Inc.	West Virginia
BGI of Brandywine, Inc.	Virginia
Bowling Green Inn of Pensacola, Inc.	Virginia
Bowling Green Inn of South Dakota, Inc.	Virginia
California Treatment Services	California
CAPS of Virginia, Inc.	Virginia
Cartersville Center, Inc.	Georgia
Charleston Treatment Center Inc.	West Virginia
Clarksburg Treatment Center, Inc.	West Virginia
Comprehensive Addiction Programs, Inc.	Delaware
Coral Health Services, Inc.	Wisconsin
CRC ED Treatment, Inc.	Delaware
CRC Recovery, Inc.	Delaware
East Indiana Treatment Center, Inc.	Indiana
Evansville Treatment Center, Inc.	Indiana
Galax Treatment Center, Inc.	Virginia
Greenbrier Treatment Center, Inc.	West Virginia
Huntington Treatment Center, Inc.	West Virginia
Indianapolis Treatment Center, Inc.	Indiana
Jayco Administration, Inc.	Nevada
Jeff-Grand Management Co., Inc.	California
Kansas City Treatment Center, Inc.	Kansas
Milwaukee Health Services System	California
Mineral County Treatment Center, Inc.	West Virginia
MWB Associates-Massachusetts, Inc.	Massachusetts
National Specialty Clinics, Inc.	Delaware
NSC Acquisition Corp.	Delaware
Parkersburg Treatment Center, Inc.	West Virginia
Richmond Treatment Center, Inc.	Indiana
San Diego Health Alliance	California
San Diego Treatment Services	California
Sheltered Living Incorporated	Texas
Sierra Tucson Inc.	Delaware
Southern Indiana Treatment Center Inc.	Indiana
Southern West Virginia Treatment Center, Inc.	West Virginia
Southwest Illinois Treatment Center, Inc.	Illinois
Stonehedge Convalescent Center, Inc.	Massachusetts

Name	Jurisdiction of Incorporation
Stonehedge Convalescent Center Limited Partnership	Massachusetts
The Camp Recovery Centers, LP	California
Transcultural Health Development, Inc.	California
Treatment Associates, Inc.	California
Virginia Treatment Center, Inc.	Virginia
Volunteer Treatment Center, Inc.	Tennessee
WCHS of Colorado (G) Inc.	Nevada
WCHS, Inc.	California
Wheeling Treatment Center, Inc.	West Virginia
White Deer Realty, Ltd.	Pennsylvania
White Deer Run, Inc.	Pennsylvania
Wichita Treatment Center Inc.	Kansas
Williamson Treatment Center, Inc.	West Virginia
Wilmington Treatment Center, Inc.	Virginia

-2-

Schedule A

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

EX-5.1

Exhibit 5.1

ROPES & GRAY LLP ONE INTERNATIONAL PLACE        BOSTON, MA 02110-2624        617-951-7000        F 617-951-7050 BOSTON        NEW YORK        PALO ALTO        SAN FRANCISCO        WASHINGTON, DC        www.ropesgray.com

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation.

Ladies and Gentlemen:

We have acted as counsel to CRC Health Corporation, a Delaware corporation (the “Issuer”), and the Guarantors (as defined below) in connection with (i) the proposed issuance by the Issuer in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors named therein (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

ROPES & GRAY LLP
CRC Health Corporation	-2-	June 20, 2006

The opinions expressed below are limited to matters governed by the laws of the State of New York, The Commonwealth of Massachusetts, the corporate laws of the State of Delaware and the federal laws of the United States of America. Insofar as the opinions expressed below relate to or are dependent upon matters governed by the laws of other jurisdictions, we have relied, without independent investigation, upon the following:

(i) with respect to the laws of the States of California, Illinois and Texas, the opinions of DLA Piper Rudnick Gray Cary US LLP;

(ii) with respect to the laws of the State of Georgia, the opinion of Powell Goldstein LLP;

(iii) with respect to the laws of the State of Indiana, the opinion of Barnes & Thornburg LLP;

(iv) with respect to the laws of the State of Kansas, the opinion of Foulston Siefkin LLP;

(v) with respect to the laws of the State of Louisiana, the opinion of Liskow & Lewis, A PLC;

(vi) with respect to the laws of the State of Nevada, the opinion of Woodburn and Wedge;

(vii) with respect to the laws of The Commonwealth of Pennsylvania, the opinion of Ballard Spahr Andrews & Ingersoll, LLP;

(viii) with respect to the laws of the State of Tennessee, the opinion of Trauger & Tuke;

(ix) with respect to the laws of The Commonwealth of Virginia, the opinion of Hirschler Fleischer P.C.;

(x) with respect to the laws of the State of West Virginia, the opinion of Steptoe & Johnson PLLC; and

(xi) with respect to the laws of the State of Wisconsin, the opinion of LaFollette Godfrey & Kahn, an office of Godfrey & Kahn, S.C.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

ROPES & GRAY LLP
CRC Health Corporation	-3-	June 20, 2006

1. The Exchange Notes have been duly authorized by all requisite corporate action of the Issuer and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of the Initial Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will be entitled to the benefits of the Indenture and will (subject to the qualifications set forth below) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2. Upon the due issuance, execution and authentication of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer and the due execution and delivery of the Exchange Guarantees by the Guarantors in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will (subject to the qualifications set forth below) constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinion that the Exchange Notes and Exchange Guarantees constitute the legal, valid and binding obligations of the Issuer and the Guarantors, respectively, enforceable against the Issuer and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to, (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

The opinions expressed herein are subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution may be limited by public policy considerations. In addition, we express no opinion as to (i) the extent to which broadly worded waivers may be enforced, (ii) the enforceability of any provision of the Indenture which purports to grant the right of setoff to a purchaser of a participation in the loans outstanding thereunder or which constitutes a penalty or forfeiture or (iii) the extent to which provisions providing for conclusive presumptions or determinations, non-effectiveness of oral modifications, reproduction of documents, submission to jurisdiction, waiver of or consent to service of process and venue or waiver of offset or defenses will be enforced.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration

ROPES & GRAY LLP
CRC Health Corporation	-4-	June 20, 2006

Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-5.2

[DLA PIPER RUDNICK LETTERHEAD APPEARS HERE]

Exhibit 5.2

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local California counsel to the various Subsidiaries, as defined below, in connection with (i) the proposed issuance by CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of Two Hundred Million Dollars ($200,000,000) aggregate principal amount of its 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”) in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Subsidiaries, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Subsidiaries with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act. The Subsidiaries consist of the following wholly-owned subsidiaries of the Issuer:

(a) Treatment Associates, Inc., a California corporation;

(b) Jeff-Grand Management Co., Inc., a California corporation;

(c) San Diego Health Alliance, a California corporation;

(d) Transcultural Health Development, Inc., a California corporation;

(e) WCHS, Inc., a California corporation;

(f) 4therapy.com Network, a California corporation

(g) The Camp Recovery Centers, L.P., a California limited partnership;

(h) California Treatment Services, a California general partnership

(i) Milwaukee Health Services System, a California general partnership

(j) San Diego Treatment Services, a California general partnership

CRC Health Corporation

June 20, 2006

Page Two

The entities listed in subsections (a) through (f) above are referred to collectively herein as the “Corporate Subsidiaries”; the entity listed on subsection (g) above is referred to herein as the “LP Subsidiary”; the entities listed in subsections (h) through (j) above are referred to collectively herein as the “GP Subsidiaries”; and all of the entities listed above are referred to collectively herein as the “Subsidiaries”.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to that certain Indenture dated as of February 6, 2006 (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation (the “Initial Issuer”), the Subsidiaries, the other subsidiaries named in the signatures pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture, used herein and not otherwise defined herein, shall have the meanings given them in the Indenture.

As used herein:

(i) “Applicable Law” means the laws of the State of California (the “State”) and the Federal laws of the United States of America, that are binding on the Subsidiaries and, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (defined below), without our having made any special investigation as to the applicability of any specific law.

(ii) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority required by the Applicable Laws.

I. BASIS OF OPINIONS

We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:

(a) An executed copy of that certain Indenture (the “Indenture”), dated as of February 6, 2006, by and among U.S. Bank National Association, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including the Subsidiaries;

(b) An executed copy of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 6, 2006, by and among J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC as initial purchasers, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including the Subsidiaries;

CRC Health Corporation

June 20, 2006

Page Three

(c) An executed copy of that certain Notation of Guarantee (the “Notation of Guarantee”), dated as of February 6, 2006, by the Guarantors (as defined in the Indenture), including the Subsidiaries;

(d) The Articles of Incorporation of each of the Corporate Subsidiaries, certified by the Office of the Secretary of State of California as of May 2, 2006, and certified to us by an officer of each of the Corporate Subsidiaries as being complete and in full force and effect as of the date of this opinion;

(e) The Bylaws of the each of the Corporate Subsidiaries, certified to us by an officer of each of the Corporate Subsidiaries as being complete and in full force and effect as of the date of this opinion;

(f) The Certificate of Formation of Limited Partnership of the LP Subsidiary, certified by the Office of the Secretary of State of California as of May 1, 2006, and certified to us by an authorized agent of the LP Subsidiary as being complete and in full force and effect as of the date of this opinion;

(g) The limited partnership agreement of the LP Subsidiary, certified to us by an authorized agent of the LP Subsidiary as being complete and in full force and effect as of the date of this opinion;

(h) The general partnership agreement of each of the GP Subsidiaries, certified to us by an authorized agent of each of the GP Subsidiaries as being complete and in full force and effect as of the date of this opinion;

(i) A Certificate of Good Standing relating to each of the Corporate Subsidiaries and the LP Subsidiary, issued by the Secretary of State of the State of California, dated May 1, 2006, with respect to the LP Subsidiary, and May 2, 2006, with respect to the Corporate Subsidiaries;

(j) Records certified to us by an officer of each of the Corporate Subsidiaries as constituting all records of proceedings and actions of the Board of Directors and stockholders of each of the Corporate Subsidiaries relating to the transactions contemplated by the Transaction Documents;

(k) Records certified to us by an authorized agent of the LP Subsidiary and each of the GP Subsidiaries as constituting all records of proceedings and actions of the partners of each such Subsidiary with respect to the transactions contemplated by the Transaction Documents; and

CRC Health Corporation

June 20, 2006

Page Four

(l) Certificates from an officer or authorized agent of each of the Subsidiaries, including an incumbency certificate (collectively, the “Officer’s Certificates”).

The documents described in subsections (a) through (c) above are referred to herein collectively as the “Transaction Documents”. The documents described in subsections (d) through (h) are referred to herein collectively as the “Governing Documents”.

Our opinion expressed in Paragraph 1 of Part IV as to the good standing of each of the Corporate Subsidiaries and the LP Subsidiary under the laws of the State is based solely upon the certificates enumerated in Paragraph (i) of this Part I (the “Certificates”). We have made no additional investigation after the respective dates of the Certificates in rendering our opinion expressed in Paragraph 1 of Part IV.

II. ASSUMPTIONS

We have assumed the following:

1. The authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

2. The representations and warranties as to factual matters made by the Subsidiaries in the Transaction Documents and the other parties thereto are true and correct. We have also assumed the due execution and delivery of the Transaction Documents and all other documents referenced therein by each party other than Subsidiaries when due execution and delivery are a prerequisite to the effectiveness thereof.

III. LIMITATIONS AND EXCLUSIONS

We express no opinion as to any securities, anti-trust, tax, land use, safety, environmental, hazardous materials, privacy, insurance, company or banking laws, rules or regulations or as to the enforceability of the Transaction Documents.

Our opinion in Subparagraph 3(c) of Part IV is based solely on our review of the decrees, orders or judgments identified to us in the Officer’s Certificate as constituting all decrees orders or judgments binding on the Subsidiaries (each, a “Governmental Order”); such Governmental Orders, if any, are listed on Schedule A attached hereto.

CRC Health Corporation

June 20, 2006

Page Five

Our opinion with respect to the “valid” existence of the GP Subsidiaries is qualified to mean only that the GP Subsidiaries have not been terminated or merged or converted into another entity.

This opinion is limited to the federal laws of the United States of America and the laws of the State, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. As to matters of the laws of the State, we have based our opinion solely upon our examination of such laws, as reported in standard, unofficial compilations.

IV. OPINIONS

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for our opinion, and subject to the limitations and qualifications expressed below, it is our opinion that:

1. Each of the Subsidiaries is a corporation, limited partnership or general partnership, as applicable, validly existing under the laws of the State of California. Each of the Corporate Subsidiaries and the LP Subsidiary are qualified to do business and in good standing in the State of California.

2. Each Transaction Document has been duly authorized by all necessary corporate action on the part of each of the Subsidiaries and has been duly executed and delivered by each of the Subsidiaries.

3. The execution, delivery and performance by each of the Subsidiaries of the Transaction Documents will not: (a) violate any Applicable Law; (b) conflict with or result in a breach of or constitute a default under the Governing Documents; or (c) violate any Governmental Order.

CRC Health Corporation

June 20, 2006

Page Six

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Subsidiaries. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.

Very truly yours,

DLA PIPER RUDNICK GRAY CARY US LLP

/s/ DLA PIPER RUDNICK                                    

GRAY CARY US LLP

CRC Health Corporation

June 20, 2006

Page Seven

SCHEDULE A

GOVERNMENTAL ORDERS

None.

EX-5.3

Exhibit 5.3

[DLA PIPER RUDNICK LETTERHEAD APPEARS HERE]

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local Illinois counsel to Southwest Illinois Treatment Center, Inc., an Illinois corporation (“SITC”), in connection with (i) the proposed issuance by CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of Two Hundred Million Dollars ($200,000,000) aggregate principal amount of its 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”) in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by SITC, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and SITC with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to that certain Indenture dated as of February 6, 2006 (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation (the “Initial Issuer”), SITC, the other subsidiaries named in the signatures pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantee are contained in the Indenture and the Exchange Guarantee will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture, used herein and not otherwise defined herein, shall have the meanings given them in the Indenture.

CRC Health Corporation

June 20, 2006

Page 2

As used herein:

(i) “Applicable Law” means the laws of the State of Illinois (the “State”) and the Federal laws of the United States of America, that are binding on SITC and, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (defined below), without our having made any special investigation as to the applicability of any specific law.

(ii) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority required by the Applicable Laws.

I. BASIS OF OPINIONS

We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:

(a) An executed copy of that certain Indenture (the “Indenture”), dated as of February 6, 2006, by and among U.S. Bank National Association, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including SITC;

(b) An executed copy of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 6, 2006, by and among J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC as initial purchasers, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including SITC;

(c) An executed copy of that certain Notation of Guarantee (the “Notation of Guarantee”), dated as of February 6, 2006, by the Guarantors (as defined in the Indenture), including SITC;

(d) The Articles of Incorporation of SITC certified by the Office of the Secretary of State of Illinois as of April 25, 2006, and certified to us by an officer of SITC as being complete and in full force and effect as of the date of this opinion;

CRC Health Corporation

June 20, 2006

Page 3

(e) The Bylaws of SITC, certified to us by an officer of SITC as being complete and in full force and effect as of the date of this opinion;

(f) Records certified to us by an officer of SITC as constituting all records of proceedings and actions of the Board of Directors and stockholders of SITC relating to the transactions contemplated by the Transaction Documents;

(g) a Certificate of Good Standing relating to SITC issued by the Secretary of State of the State of Illinois, dated April 25, 2006; and

(h) Certificates from an officer of SITC, including an incumbency certificate (collectively, the “Officer’s Certificate”).

The documents described in subsections (a) through (c) above are referred to herein collectively as the “Transaction Documents”). The documents described in subsections (d) and (e) are referred to herein collectively as the “Governing Documents”).

Our opinion expressed in paragraph 1 of Part IV as to the good standing of SITC under the laws of the State is based solely upon the certificate enumerated in Paragraph (h) of this Part I (the “Certificate”). We have made no additional investigation after the respective dates of the Certificate in rendering our opinion expressed in Paragraph 1 of Part IV.

Our opinion in Subparagraph 3(c) of Part IV is based solely on our review of the decrees, orders or judgments identified to us in our Officer’s Certificate as constituting all decrees orders or judgments binding on SITC (each, a “Governmental Order”); such Governmental Orders, if any, are listed on Schedule A attached hereto.

II. ASSUMPTIONS

We have assumed the following:

1. The authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

2. The representations and warranties as to factual matters made by SITC in the Indenture and the other parties thereto are true and correct. We have also assumed the due

CRC Health Corporation

June 20, 2006

Page 4

execution and delivery of the Indenture and all other documents referenced therein by each party other than SITC when due execution and delivery are a prerequisite to the effectiveness thereof.

III. LIMITATIONS AND EXCLUSIONS

We express no opinion as to any securities, anti-trust, tax, land use, safety, environmental, hazardous materials, privacy, insurance, company or banking laws, rules or regulations or laws, rules or regulations, or as to the enforceability of the Transaction Documents.

This opinion is limited to the federal laws of the United States of America and the laws of the State, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. As to matters of the laws of the State, we have based our opinion solely upon our examination of such laws, as reported in standard, unofficial compilations.

IV. OPINIONS

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for our opinion, and subject to the limitations and qualifications expressed below, it is our opinion that:

1. SITC is a corporation validly existing under the laws of the State of Illinois. SITC is duly qualified to do business and is in good standing in the State of Illinois.

2. Each Transaction Document has been duly authorized by all necessary corporate action on the part of SITC and has been duly executed and delivered by SITC.

3. The execution, delivery and performance by SITC of the Transaction Documents will not: (a) violate any Applicable Law; (b) conflict with our result in a breach of or constitute a default under the Governing Documents; or (c) violate any Governmental Order.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to SITC. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in

CRC Health Corporation

June 20, 2006

Page 5

rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.

Very truly yours,

DLA PIPER RUDNICK GRAY CARY US LLP

/s/ DLA PIPER RUDNICK                                    

CRC Health Corporation

June 20, 2006

Page 6

SCHEDULE A

GOVERNMENTAL ORDERS

None.

EX-5.4

Exhibit 5.4

[DLA PIPER RUDNICK LETTERHEAD APPEARS HERE]

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local Texas counsel to Sheltered Living Incorporated, a Texas corporation (“SLI”), in connection with (i) the proposed issuance by CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of Two Hundred Million Dollars ($200,000,000) aggregate principal amount of its 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”) in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by the Subsidiary, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and SLI with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to that certain Indenture dated as of February 6, 2006 (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation (the “Initial Issuer”), SLI, the other subsidiaries named in the signatures pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantee are contained in the Indenture and the Exchange Guarantee will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture, used herein and not otherwise defined herein, shall have the meanings given them in the Indenture.

As used herein:

(i) “Applicable Law” means the laws of the State of Texas (the “State”) and the Federal laws of the United States of America, that are binding on SLI and, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (defined below), without our having made any special investigation as to the applicability of any specific law.

CRC Health Corporation

June 20, 2006

Page Two

(ii) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority required by the Applicable Laws.

I. BASIS OF OPINIONS

We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:

(a) An executed copy of that certain Indenture (the “Indenture”), dated as of February 6, 2006, by and among U.S. Bank National Association, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including SLI;

(b) An executed copy of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 6, 2006, by and among J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC as initial purchasers, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including SLI;

(c) An executed copy of that certain Notation of Guarantee (the “Notation of Guarantee”), dated as of February 6, 2006, by the Guarantors (as defined in the Indenture), including SLI;

(d) The Articles of Incorporation of SLI, certified by the Office of the Secretary of State of Texas as of April 25, 2006, and certified to us by an officer of SLI as being complete and in full force and effect as of the date of this opinion;

(e) The Bylaws of SLI, certified to us by an officer of SLI as being complete and in full force and effect as of the date of this opinion;

(f) records certified to us by an officer of SLI as constituting all records of proceedings and actions of the Board of Directors and stockholders of SLI relating to the transactions contemplated by the Transaction Documents;

(g) a Certificate of Good Standing relating to SLI issued by the Secretary of State of the State of Texas, dated April 25, 2006; and

(h) Certificates from an officer of SLI, including an incumbency certificate (collectively, the “Officer’s Certificate”).

CRC Health Corporation

June 20, 2006

Page Three

The documents described in subsections (a) through (c) above are referred to herein collectively as the “Transaction Documents”. The documents described in subsections (d) and (e) are referred to herein collectively as the “Governing Documents”.

Our opinion expressed in Paragraph 1 of Part IV as to the good standing of SLI under the laws of the State is based solely upon the certificate enumerated in Paragraph (g) of this Part I (the “Certificate”). We have made no additional investigation after the respective dates of the Certificate in rendering our opinion expressed in Paragraph 1 of Part IV.

Our opinion in Subparagraph 3(c) of Part IV is based solely on our review of the decrees, orders or judgments identified to us in the Officer’s Certificate as constituting all decrees orders or judgments binding on SLI (each, a “Governmental Order”); such Governmental Orders, if any, are listed on Schedule A attached hereto.

II. ASSUMPTIONS

We have assumed the following:

1. The authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

2. The representations and warranties as to factual matters made by SLI in the Indenture and the other parties thereto are true and correct. We have also assumed the due execution and delivery of the Indenture and all other documents referenced therein by each party other than SLI when due execution and delivery are a prerequisite to the effectiveness thereof.

III. LIMITATIONS AND EXCLUSIONS

We express no opinion as to any securities, anti-trust, tax, land use, safety, environmental, hazardous materials, privacy, insurance, company or banking laws, rules or regulations or as to the enforceability of the Transaction Documents.

This opinion is limited to the federal laws of the United States of America and the laws of the State, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. As to matters of the laws of the State, we have based our opinion solely upon our examination of such laws, as reported in standard, unofficial compilations.

CRC Health Corporation

June 20, 2006

Page Four

IV. OPINIONS

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for our opinion, and subject to the limitations and qualifications expressed below, it is our opinion that:

1. SLI is a corporation validly existing under the laws of the State of Texas. SLI is duly qualified to do business and is in good standing in the State of Texas.

2. Each Transaction Document has been duly authorized by all necessary corporate action on the part of SLI and has been duly executed and delivered by SLI.

3. The execution, delivery and performance by SLI of the Transaction Documents will not: (a) violate any Applicable Law; (b) conflict with or result in a breach of or constitute a default under the Governing Documents; or (c) violate any Governmental Order.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to SLI. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.

Very truly yours,

DLA PIPER RUDNICK GRAY CARY US LLP

/s/ DLA PIPER RUDNICK GRAY CARY US LLP

CRC Health Corporation

June 20, 2006

Page Five

SCHEDULE A

GOVERNMENTAL ORDERS

None.

EX-5.5

Exhibit 5.5

Atlanta    •    Washington

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Guarantee

Ladies and Gentlemen:

We have acted as special counsel in the State of Georgia (the “State”) to Cartersville Center, Inc., a Georgia corporation (“Guarantor”), which we understand to be an indirect wholly-owned subsidiary of CRC Health Corporation, a Delaware corporation (the “Issuer”), in connection with (i) the proposed issuance by the Issuer in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, and (ii) the guarantee of the Exchange Notes (the “Guarantee”) by the Guarantor. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K in connection with the filing of a registration statement on Form S-4 filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006 (the “Indenture”), between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantor, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Guarantee are contained in the Indenture and the Guarantee will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

One Atlantic Center  •  Fourteenth Floor  •  1201 West Peachtree Street, NW  •  Atlanta, GA 30309-3488

Tel: 404.572.6600    •    Fax: 404.572.6999

www.pogolaw.com

CRC Health Corporation

June 20, 2006

Page 2

In connection with this opinion, we have reviewed copies of the executed originals of the following documents:

1. the Indenture;

2. the Registration Rights Agreement dated February 6, 2006 (the “Registration Rights Agreement”) by and among the Issuer, the guarantors listed in Schedule I thereto and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the several initial purchasers named on the signature pages thereto; and

3. the articles of incorporation, bylaws and resolutions of the board of directors of the Guarantor certified by the corporate secretary of the Guarantor as accurate and complete as of June 20, 2006 and February 6, 2006.

We have also examined a Certificate of Existence dated June 1, 2006 issued by the Secretary of State of the State of Georgia with respect to the Guarantor (the “Certificate of Existence”), and our opinion in paragraph 1 below regarding good standing of the Guarantor is limited to the meaning ascribed to such Certificate of Existence under Georgia law.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinions, we have relied, without independent verification, on the Certificate of Existence and the representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantor.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantor, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our representation of the Guarantor has been limited to acting as special Georgia counsel for purposes of rendering this opinion and we have not generally acted as counsel to the Guarantor. Consequently, our opinion in paragraph 4 below is limited to internal laws of the State which in our experience are normally applicable to general business organizations not engaged in regulated business activities and to transactions of the type contemplated in the Indenture and we have not made any independent investigations as to any other laws.

CRC Health Corporation

June 20, 2006

Page 3

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantor is validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantor.

3. The Guarantee has been duly authorized by the Guarantor.

4. The execution of the Indenture by the Guarantor and the performance by the Guarantor of the terms and provisions thereof do not, and the performance of the terms and provisions of the Guarantee in accordance with the Indenture will not, violate any laws of the State.

The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) with respect to any indemnity, waiver (including waiver relating to certain rights of guarantors) and similar provisions contained in the Indenture, the Guarantee, the Initial Notes or the Exchange Notes, public policy considerations.

The opinions expressed herein are limited to the laws of the State of Georgia without regard to principles of conflicts of laws. We express no opinion herein as to any securities or “blue sky” laws or compliance with fiduciary requirements. In addition, we express no opinion as to the enforceability of any of the Indenture, the Guarantee, the Initial Notes or the Exchange Notes.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” contained in the Prospectus included therein. We also hereby consent that Ropes & Gray LLP may rely upon this opinion in rendering the opinion provided by them for inclusion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

POWELL GOLDSTEIN LLP

EX-5.6

Exhibit 5.6

11 South Meridian Street

Indianapolis, Indiana 46204 U.S.A.

(317) 236-1313

Fax (317) 231-7433

http://www.btlaw.com

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of Indiana (the “State”) to the Indiana corporations listed on Schedule 1 attached hereto (each, a “Guarantor” and collectively, the “Guarantors”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made

Chicago Elkhart Fort Wayne Grand Rapids Indianapolis South Bend Washington, D.C.

CRC Health Corporation

June 20, 2006

Page 2 of 4

in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the internal laws of the State (hereafter referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

4. The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, in and of themselves, violate any laws of the State applicable to the Guarantors.

The foregoing opinions are subject to the following qualifications and limitations:

(A) The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

CRC Health Corporation

June 20, 2006

Page 3 of 4

(B) The opinions expressed herein are based upon the facts in existence and the laws in effect on the date hereof, and we expressly disclaim any obligation to update such opinions, regardless of whether changes in such facts or law come to our attention after the delivery hereof.

(C) We express only those opinions directly stated herein, and any opinions by implication or inference are expressly disclaimed.

(D) We have not reviewed, and do not opine as to, the existence or impact of any applicable state securities or “blue sky” laws, banking laws, or laws pertaining to the taxation of income or revenues.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Very truly yours,

Schedule 1

East Indiana Treatment Center, Inc.

Evansville Treatment Center, Inc.

Indianapolis Treatment Center, Inc.

Richmond Treatment Center, Inc.

Southern Indiana Treatment Center, Inc.

EX-5.7

Exhibit 5.7

555 S. Kansas Ave., Suite 101 Topeka, Kansas 66603-3423 785.233.3600 Fax 785.233.1610 ATTORNEYS AT LAW   1551 N. Waterfront Parkway, Suite 100 Wichita, Kansas 67206-4466 316.267.6371 Fax 316.267.6345 MEMBER OF LEX MUNDI, THE WORLD’S LEADING ASSOCIATION OF INDEPENDENT LAW FIRMS 9 Corporate Woods, Suite 450 9200 Indian Creek Parkway Overland Park, Kansas 66210-2017 913.498.2100 Fax 913.498.2101

WICHITA				OF COUNSEL	OVERLAND PARK	TOPEKA
MIKEL L. STOUT STANLEY G. ANDEEL FREDERICK L. HAAG RICHARD D. EWY DARRELL L. WARTA HARVEY R. SORENSEN JAMES M. ARMSTRONG MARY KATHLEEN BABCOCK CHARLES P. EFFLANDT GARY L. AYERS LARRY G.RAPP JAY F. FOWLER STEPHEN M. KERWICK CHRISTOPHER M. HURST TERRY C. CUPPS WYATT M. WRIGHT	JIM H. GOERING WYATT A. HOCH AMYS. LEMLEY DOUGLAS L. HANISCH DOUGLAS L. STANLEY TIMOTHY B. MUSTAINE JEFFERY A. JORDAN TRISHA A. THELEN WILLIAM R. WOOD II KEVIN J. ARNEL CRAIG W. WEST ERIC K. KUHN JAY M. RECTOR STEWART T. WEAVER MARK A. BIBERSTEIN JEFF P. OEGRAFFENRE1D	MARTHA AARON ROSS BOYD A. BYERS DAVID E. ROGERS TODD N. TEDESCO HOLLY A. DYER TIMOTHY P. O’SULLIVAN DONALD D. BERNER WILLIAM P. MATTHEWS SHANNON D. WEAD KARL N. HESSE MICHAEL J. NORTON SCOTT C. PALECKI PATRICIA VOTH BLANKENSHIP CAROLYN L. MATTHEWS ANDREW J. NOLAN FORREST T. RHODES	CHRISTOPHER L. ARELLANO BROOKE BENNETT AZIERE SHANNON L. BELL SOPHIE K. COUNTS CATHRYN J. DINGES JASON P. LACEY MICHAEL J. MAYANS BRADLEY C. MIRAKIAN ALICIA E. MITCHELL STARLA BORG SULLIVAN ANDREW P. THENGVALL	ROBERT L. HOWARD CHARLES J. WOODIN SPECIAL COUNSEL DAVID M. TRASTER A. JACK FOCHT	JAMES D. OLIVER R. DOUGLAS REAGAN VAUGHN BURKHOLDER WYATT M. WRIGHT WILLIAM P. TRENKLE, JR. SAMUEL P. LOGAN WENDELL F. (BUD) COWAN SCOTT C. NEHRBASS ISSAKU YAMAASHI JAMES K. LOGAN JOHN C. PECK	JAMES P. RANKIN THOMAS L. THEIS ROBERT A. FOX ZACHARY W. KING KYLE J. STEADMAN RETIRED WILLIAM H. DYE PHILLIP S. FRICK RICHARD C. HARRIS GERALD SAWATZKY ROBERT M. SIEFKIN

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of Kansas (the “State”) to the Kansas corporations listed on Schedule 1 attached hereto (each, a “Guarantor” and collectively, the “Guarantors”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1,2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

CRC Health Corporation

June 20, 2006

Page 2

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

4. The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, violate any laws of the State.

The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or

CRC Health Corporation

June 20, 2006

Page 3

affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Sincerely,

FOULSTON SIEFKIN LLP

Schedule 1

Kansas City Treatment Center, Inc.

Wichita Treatment Center Inc.

EX-5.8

EXHIBIT 5.8

[LISKOW & LEWIS LETTERHEAD]

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

        We have acted as special local corporate counsel in the State of Louisiana (the “State”) to the Louisiana corporation listed on Schedule 1 attached hereto (the “Guarantor”) for the purpose of rendering this opinion. You have advised us that you require this opinion in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by the Guarantor, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

        You have advised us that the Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantor, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantee is contained in the Indenture and the Exchange Guarantee will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

        We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the

June 20, 2006

Page 2

Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantor and of public officials.

        In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantor, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

        Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

        Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantor is validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantor.

3. The Exchange Guarantee has been duly authorized by the Guarantor.

4. The execution of the Indenture by the Guarantor and the performance by the Guarantor of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantee in accordance with the Indenture will not, violate any laws of the State.

        The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance, revocatory and oblique actions under the laws of the State, and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

        We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantee. We also consent to the identification of our firm as local counsel to the

June 20, 2006

Page 3

Guarantor listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Liskow & Lewis

LISKOW & LEWIS

A Professional Law Corporation

June 20, 2006

Page 4

Schedule 1

Baton Rouge Treatment Center, Inc.

EX-5.9

Exhibit 5.9

WOODBURN AND WEDGE

ATTORNEYS AND COUNSELORS AT LAW

SIERRA PLAZA

6100 NEIL ROAD, SUITE 500

RENO, NEVADA 89511-1149

TELEPHONE (775) 688-3000

FACSIMILE (775) 688-3088

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of Nevada (the “State”) to Jayco Administration, Inc., a Nevada corporation (“Jayco”), and WCHS of Colorado (G), Inc., a Nevada corporation (“WCHS”, Jayco and WCHS are each referred to hereinafter as a “Guarantor” and, collectively, as the “Guarantors”), in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

CRC Health Corporation

June 20, 2006

Page 2

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws, except that we express no opinion as to the effect and application of any securities or blue-sky laws of the State (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

4. The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, violate any laws of the State.

The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other

CRC Health Corporation

June 20, 2006

Page 3

similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

The foregoing opinions are limited to the matters expressly set forth herein and no opinion may be implied or inferred beyond the matters expressly stated. We disclaim any obligation to update this letter for events occurring after the date of this letter, or as a result of knowledge acquired by us after that date, including changes in any of the statutory or decisional law after the date of this letter.

Very truly yours,

WOODBURN AND WEDGE

By:  /s/  Gregg Barnard            

       Gregg P. Barnard

EX-5.10

EXHIBIT 5.10

BALLARD SPAHR ANDREWS & INGERSOLL, LLP

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California

Re: $200,000,000 aggregate principal amount 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees

Ladies and Gentlemen:

We have acted as local corporate counsel in the Commonwealth of Pennsylvania (the “State”) to White Deer Realty, Ltd. and White Deer Run, Inc., each a Pennsylvania corporation (each, a “Guarantor” and collectively, the “Guarantors”), in connection with (i) the proposed issuance by CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, and (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

We have examined such documents and matters of law and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact

CRC Health Corporation

June 20, 2006

Page 2

material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

Our opinion is limited to matters arising under Pennsylvania law.

We consent to the incorporation by reference of this opinion in the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuer and the Guarantors with the Securities and Exchange Commission for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Ballard Spahr Andrews & Ingersoll, LLP

BALLARD SPAHR ANDREWS & INGERSOLL, LLP

EX-5.11

EXHIBIT 5.11

TRAUGER & TUKE

ATTORNEYS AT LAW

THE SOUTHERN TURF BUILDING

222 FOURTH AVENUE NORTH

NASHVILLE, TENNESSEE 37219-2117

TELEPHONE (615) 256-8585

TELECOPIER (615) 256-7444

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Dear Ladies and Gentlemen:

Re: $200,000,000 aggregate principal amount of 10  ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10  ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of Tennessee (the “State”) to Volunteer Treatment Center, Inc., a Tennessee corporation (the “Guarantor”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10  ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10  ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantor, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Exchange Notes will be issued pursuant to an Indenture, dated as of February 6, 2006 (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantor, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our

CRC Health Corporation
June 20, 2006	TRAUGER & TUKE
Page 2

opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantor and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantor, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws. Opinion number 1 below is based solely upon a Certificate of Existence, dated June 16, 2006, issued by the Secretary of State of Tennessee for the Guarantor. We do not express any opinion with respect to the law of any jurisdiction other than Tennessee or as to the effect of any law other than Tennessee law on the opinions herein stated.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantor is validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantor.

3. The Exchange Guarantees have been duly authorized by the Guarantor.

4. The execution of the Indenture by the Guarantor and the performance by the Guarantor of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, violate any laws of Tennessee.

The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law, including, without limitation, an implied covenant of good faith and fair dealing, fraudulent conveyance, preference, and equitable subordination).

CRC Health Corporation
June 20, 2006	TRAUGER & TUKE
Page 3

To the extent any of the following may be contained in the Exchange Guarantees and the Indenture, we express no opinion with respect to the enforceability of self-help or equitable remedies; provisions which purport to establish evidentiary standards, grant or deny subrogation rights, allow the institution of proceedings or the exercise of any other rights without notice to the person against whom enforcement is sought; relate to the delay or omission of the enforcement of rights or remedies or severability; waive unmatured rights, impose liquidated damages, penalties, forfeitures, legal costs (other than reasonable legal costs and expenses), late payment charges or an increase in any interest rate upon delinquency in payment or the occurrence of a default; or provisions that require the Borrower to indemnify any party for consequential damages, for liabilities arising on account of such party’s own negligence, or for such party’s commercial unreasonableness, recklessness, willful misconduct, or unlawful conduct, or in violation of public policy.

We assume no responsibility for, and express no opinion as to, the accuracy of any representation or warranty or as to factual matters contained in the documents referenced in this opinion letter.

Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantor. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Trauger & Tuke

TRAUGER & TUKE

EX-5.12

EXHIBIT 5.12

[HIRSCHLER FLEISCHER LETTERHEAD APPEARS HERE]

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due

February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000

aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due

February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees

Ladies and Gentlemen:

We have acted as local corporate counsel in the Commonwealth of Virginia (the “State”) to the Virginia corporations listed on Schedule 1 attached hereto (each, a “Guarantor” and collectively, the “Guarantors”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered; (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors; and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act, although we have not participated in the preparation of such Registration Statement.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of February 6, 2006 (the “Indenture”), between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture, and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

[LOGO] June 20, 2006 Page 2

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”); provided, however, we have not been asked to address, do not opine to, and expressly exclude from Opined on Law, any approvals, authorizations, filings or registrations under Virginia’s securities laws relating to the Exchange Guarantees. Further, Opined on Law does not include laws, rules, or regulations applicable to the business conducted or proposed to be conducted by the Guarantors which are not otherwise related to the laws of the State that are applicable to securities of the type covered by the Registration Statement. We call your attention to the fact that the Indenture and the Exchange Guarantees are governed by laws of jurisdictions other than the Commonwealth of Virginia. We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

4. The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of the

[LOGO] June 20, 2006 Page 3

terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, violate any laws of the State.

The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof, and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

Very truly yours,

HIRSCHLER FLEISCHER

A Professional Corporation

/s/ James L. Weinberg                    

President

Schedule 1

Guarantors

Advanced Treatment Systems, Inc.

ATS of Cecil County, Inc.

ATS of Delaware, Inc.

ATS of North Carolina, Inc.

BGI of Brandywine, Inc.

Bowling Green Inn of Pensacola, Inc.

Bowling Green Inn of South Dakota, Inc.

CAPS of Virginia, Inc.

Galax Treatment Center, Inc.

Virginia Treatment Center, Inc.

Wilmington Treatment Center, Inc.

EX-5.13

Exhibit 5.13

[STEPTOE & JOHNSON LOGO] Bank One Center, Eighth Floor P.O. Box 1588 Charleston, WV 25326-1588 (304) 353-8000        (304) 353-8180 Fax www.steptoe-johnson.com Writer’s Contact Information 304 353 8119 pat kelly@steptoe-johnson.com

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, California 95014

With copy, via facsimile, to:

Matthew J. Fucci

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

Re: 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for 10 ³/4% Senior Subordinated Notes due February 1, 2016.

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of West Virginia (the “State”) to the West Virginia corporations listed on Schedule 1 attached hereto (each, a “Guarantor” and collectively, the “Guarantors”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange

CRC Health Corporation

June 20, 2006

Page 2 of 3

Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated. Further, we do not express any opinion herein as to compliance with state securities or “Blue Sky” laws or as to compliance with the antifraud provisions of the federal or state securities laws.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantors are validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantors.

3. The Exchange Guarantees have been duly authorized by the Guarantors.

4. The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of

CRC Health Corporation

June 20, 2006

Page 3 of 3

the terms and provisions of the Exchange Guarantees in accordance with the Indenture will not violate any laws of the State.

The opinions expressed herein are subject to, limited, and qualified by (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally, and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Guarantors listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

STEPTOE & JOHNSON PLLC, a West Virginia

professional limited liability company

By:   /s/  Patrick D. Kelly            

        Patrick D. Kelly

        Member

Schedule 1

BECKLEY TREATMENT CENTER, INC.

CHARLESTON TREATMENT CENTER INC.

CLARKSBURG TREATMENT CENTER, INC.

GREENBRIER TREATMENT CENTER, INC.

HUNTINGTON TREATMENT CENTER, INC.

MINERAL COUNTY TREATMENT CENTER, INC.

PARKERSBURG TREATMENT CENTER, INC.

SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC.

WHEELING TREATMENT CENTER, INC.

WILLIAMSON TREATMENT CENTER, INC.

EX-5.14

EXHIBIT 5.14

LAFOLLETTE GODFREY & KAHN ATTORNEYS AT LAW ONE EAST MAIN STREET POST OFFICE BOX 2719 MADISON, WI 53701-2719 TEL. 608-257-3911 FAX 608-257-0609 www.gklaw.com GODFREY & KAHN, S.C. MILWAUKEE APPLETON GREEN BAY WAUKESHA

June 20, 2006

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

Re: $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 ³/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

Ladies and Gentlemen:

We have acted as local corporate counsel in the State of Wisconsin (the “State”) to Coral Health Services, Inc. (“Guarantor”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

While we have reviewed the Corporation Documents (as herein defined), we have neither reviewed nor participated in the negotiation or drafting of the Exchange Offer, the Exchange Notes, the Initial Notes, the Exchange Guarantees, the Registration Statement or the Indenture (as herein defined) (collectively, the “Transaction Documents”). In addition, we have not provided any substantive representation to the Guarantor or any of the other persons involved in the Exchange Offer nor witnessed the execution or delivery of the Transaction Documents.

The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

June 20, 2006

CRC Health Corporation

Page 2

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. In particular, we have, with your consent, limited our examination to uncertified copies of the following documents furnished to us by the firm of Ropes & Gray, LLP:

(i) Articles of Incorporation of the Guarantor as filed with the State of Wisconsin on December 28, 1990;

(ii) the By-Laws of the Guarantor;

(iii) a Certificate of Status for the Guarantor issued by the State of Wisconsin dated June 16, 2006 (“Certificate of Status”);

(iv) the Written Consent resolutions of the Guarantor dated February 6, 2006; and

(v) the Secretary’s Certificate for the Guarantor dated June 19, 2006;

(the documents listed in clauses (i) through (v) above are herein referred to collectively as the “Corporation Documents”).

As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents related thereto.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantor, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.

June 20, 2006

CRC Health Corporation

Page 3

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Guarantor is validly existing and in good standing under the laws of the State.

2. The Indenture has been duly authorized and executed by the Guarantor.

3. The Exchange Guarantee has been duly authorized by the Guarantor.

4. The execution of the Indenture by the Guarantor and the performance by the Guarantor of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantees by the Guarantor in accordance with the Indenture will not, violate any provision of the the Wisconsin Business Corporation Law (the “WBCL”).

The opinions as expressed herein are subject to the following additional qualifications: We have not considered and express no opinion on the enforceability of the Transaction Documents, whether in general or in any specific respect or as to any person, including, without limitation, the enforceability of rights and remedies provided in the Transaction Documents (whether such enforceability is considered in a proceeding in equity or at law or in a bankruptcy proceeding) or the effect of bankruptcy, reorganization, insolvency, receivership, fraudulent conveyance or transfer, moratorium and other similar laws affecting the rights and remedies of creditors or secured parties generally, the exercise of judicial discretion and principles of equity and our opinion is qualified by and subject to in all respects by the effects thereof.

With respect to our opinion in Paragraph 1 above, “good standing” means that, as of the date of the Certificate of Status provided by the Department of Financial Institutions of the State of Wisconsin (the “Department”), the Guarantor (i) has filed with the Department all annual reports required to be filed by Section 180.1622 of the WBCL (if any), (ii) has not filed articles of dissolution, (iii) has not applied for a certificate of withdrawal under Section 180.1520 of the WBCL and (iv) is not the subject of a proceeding under Section 180.1531 of the WBCL to revoke its certificate of authority.

We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to Guarantor. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on

June 20, 2006

CRC Health Corporation

Page 4

this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform you of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

Our opinions are limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. Except as expressly set forth herein, this letter is being provided solely for the purposes of complying with the requirements of Section 6(f) of the Note Purchase Agreement dated January 25, 2006 (the “Note Purchase Agreement”) and is being rendered solely for the benefit of the addressee hereof. This letter may not be used or relied upon for any other purpose, relied upon by any other party, except as noted above with respect to Ropes & Gray LLP, or filed with or disclosed to any third party other than to a court in connection with the enforcement or protection of your rights or remedies under any of the Note Purchase Agreement documents or in order to allow you to comply with applicable laws, rules or regulations or as a result of a specific request made by a governmental authority or other authority, or as otherwise indicated herein, without our prior written consent.

Very truly yours,

/s/ LaFollette Godfrey & Kahn                

LAFOLLETTE GODFREY & KAHN

an office of Godfrey & Kahn, S.C.

EX-10.1

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

Dated as of February 6, 2006

among

CRC HEALTH GROUP, INC.

(to be renamed CRC HEALTH CORPORATION)

as Borrower,

CRC INTERMEDIATE HOLDINGS, INC.,

as Holdings

CITIBANK, N.A.,

as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer

THE OTHER LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

and

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

CAHILL GORDON & REINDEL LLP

80 Pine Street

New York, NY 10005

735162

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Other Interpretive Provisions	45
SECTION 1.03.	Accounting Terms	46
SECTION 1.04.	Rounding	46
SECTION 1.05.	References to Agreements, Laws, Etc.	46
SECTION 1.06.	Times of Day	46
SECTION 1.07.	Timing of Payment of Performance	46
SECTION 1.08.	Cumulative Growth Amount Transactions	47
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
SECTION 2.01.	The Loans	47
SECTION 2.02.	Borrowings, Conversions and Continuations of Loans	47
SECTION 2.03.	Letters of Credit	49
SECTION 2.04.	Swing Line Loans	57
SECTION 2.05.	Prepayments	59
SECTION 2.06.	Termination or Reduction of Commitments	62
SECTION 2.07.	Repayment of Loans	63
SECTION 2.08.	Interest	63
SECTION 2.09.	Fees	64
SECTION 2.10.	Computation of Interest and Fees	64
SECTION 2.11.	Evidence of Indebtedness	65
SECTION 2.12.	Payments Generally	65
SECTION 2.13.	Sharing of Payments	67
SECTION 2.14.	Incremental Credit Extensions	68
	ARTICLE III
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
SECTION 3.01.	Taxes	70
SECTION 3.02.	Illegality	74
SECTION 3.03.	Inability to Determine Rates	74
SECTION 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	75
SECTION 3.05.	Funding Losses	76
SECTION 3.06.	Matters Applicable to All Requests for Compensation	76
SECTION 3.07.	Replacement of Lenders under Certain Circumstances	78
SECTION 3.08.	Survival	79

-i-

	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
SECTION 4.01.	Conditions of Initial Credit Extension	79
SECTION 4.02.	Conditions to All Credit Extensions	82
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
SECTION 5.01.	Existence, Qualification and Power; Compliance with Laws	83
SECTION 5.02.	Authorization; No Contravention	85
SECTION 5.03.	Governmental Authorization; Other Consents	85
SECTION 5.04.	Binding Effect	86
SECTION 5.05.	Financial Statements; No Material Adverse Effect	86
SECTION 5.06.	Litigation	87
SECTION 5.07.	No Default	87
SECTION 5.08.	Ownership of Property; Liens	87
SECTION 5.09.	Environmental Matters	87
SECTION 5.10.	Taxes	88
SECTION 5.11.	ERISA Compliance	89
SECTION 5.12.	Subsidiaries; Equity Interests	89
SECTION 5.13.	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	89
SECTION 5.14.	Disclosure	89
SECTION 5.15.	Intellectual Property; Licenses, Etc.	90
SECTION 5.16.	Solvency	90
SECTION 5.17.	Insurance	90
SECTION 5.18.	Subordination of Junior Financing	90
SECTION 5.19.	Perfection, Etc	90
SECTION 5.20.	Labor Matters	91
SECTION 5.21.	Fraud and Abuse	91
SECTION 5.22.	Medicare and Medicaid Notices and Filings Related to Health Care Business	91
	ARTICLE VI
	AFFIRMATIVE COVENANTS
SECTION 6.01.	Financial Statements	92
SECTION 6.02.	Certificates; Other Information	93
SECTION 6.03.	Notices	94

-ii-

SECTION 6.04.	Payment of Obligations	95
SECTION 6.05.	Preservation of Existence, Etc.	95
SECTION 6.06.	Maintenance of Properties	95
SECTION 6.07.	Maintenance of Insurance	95
SECTION 6.08.	Compliance with Laws	96
SECTION 6.09.	Books and Records	96
SECTION 6.10.	Inspection Rights	97
SECTION 6.11.	Covenant to Guarantee Obligations and Give Security	97
SECTION 6.12.	Compliance with Environmental Laws	99
SECTION 6.13.	Further Assurances	99
SECTION 6.14.	Interest Rate Hedging	100
SECTION 6.15.	Designation of Subsidiaries	100
SECTION 6.16.	Post-Closing Covenant	101
SECTION 6.17.	Dormant Subsidiaries	101
	ARTICLE VII
	NEGATIVE COVENANTS
SECTION 7.01.	Liens	101
SECTION 7.02.	Investments	104
SECTION 7.03.	Indebtedness	107
SECTION 7.04.	Fundamental Changes	110
SECTION 7.05.	Dispositions	111
SECTION 7.06.	Restricted Payments	113
SECTION 7.07.	Change in Nature of Business	116
SECTION 7.08.	Transactions with Affiliates	116
SECTION 7.09.	Burdensome Agreements	117
SECTION 7.10.	Use of Proceeds	118
SECTION 7.11.	Financial Covenants	118
SECTION 7.12.	Accounting Changes	118
SECTION 7.13.	Prepayments, Etc. of Indebtedness	118
SECTION 7.14.	Equity Interests of the Borrower and Restricted Subsidiaries	119
SECTION 7.15.	Holding Company	119
SECTION 7.16.	Capital Expenditures	119
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01.	Events of Default	121
SECTION 8.02.	Remedies Upon Event of Default	123
SECTION 8.03.	Exclusion of Immaterial Subsidiaries	124
SECTION 8.04.	Application of Funds	124
SECTION 8.05.	Borrower’s Right to Cure	125

-iii-

	ARTICLE IX
	ADMINISTRATIVE AGENT AND OTHER AGENTS
SECTION 9.01.	Appointment and Authorization of Agents	125
SECTION 9.02.	Delegation of Duties	126
SECTION 9.03.	Liability of Agents	126
SECTION 9.04.	Reliance by Agents	127
SECTION 9.05.	Notice of Default	127
SECTION 9.06.	Credit Decision; Disclosure of Information by Agents	128
SECTION 9.07.	Indemnification of Agents	128
SECTION 9.08.	Agents in their Individual Capacities	129
SECTION 9.09.	Successor Agents	129
SECTION 9.10.	Administrative Agent May File Proofs of Claim	130
SECTION 9.11.	Collateral and Guaranty Matters	131
SECTION 9.12.	Other Agents; Arrangers and Managers	131
	ARTICLE X
	MISCELLANEOUS
SECTION 10.01.	Amendments, Etc.	132
SECTION 10.02.	Notices and Other Communications; Facsimile Copies	134
SECTION 10.03.	No Waiver; Cumulative Remedies	135
SECTION 10.04.	Attorney Costs, Expenses and Taxes	135
SECTION 10.05.	Indemnification by the Borrower	136
SECTION 10.06.	Payments Set Aside	137
SECTION 10.07.	Successors and Assigns	137
SECTION 10.08.	Confidentiality	141
SECTION 10.09.	Setoff	142
SECTION 10.10.	Interest Rate Limitation	142
SECTION 10.11.	Counterparts	142
SECTION 10.12.	Integration	143
SECTION 10.13.	Survival of Representations and Warranties	143
SECTION 10.14.	Severability	143
SECTION 10.15.	[Reserved]	143
SECTION 10.16.	GOVERNING LAW	143
SECTION 10.17.	WAIVER OF RIGHT TO TRIAL BY JURY	144
SECTION 10.18.	Binding Effect	144
SECTION 10.19.	Lender Action	144
SECTION 10.20.	USA PATRIOT Act	144

SCHEDULES
1.01A	Unrestricted Subsidiaries
1.01B	Mortgaged Properties

-iv-

1.01C	Historical Adjustments
2.01	Commitments
4.01(a)(v)	Local Counsel Opinions
5.01(g)	Treatment Facilities
5.03	Governmental Authorization; Other Consents
5.05	Certain Liabilities
5.09(b)	Environmental Matters
5.09(d)	Environmental Investigations
5.12	Subsidiaries and Other Equity Investments
6.16	Post-Closing Matters
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F	Guaranty
G	Security Agreement
H	Mortgage
I	Opinion Matters—Counsel to Loan Parties
J	Intercompany Note
K-1	Perfection Certificate
K-2	Perfection Certificate Supplement

-v-

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of February 6, 2006, among CRC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), CRC HEALTH GROUP, INC., a Delaware corporation (“Target”) (to be renamed CRC HEALTH CORPORATION) (the “Borrower”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CREDIT SUISSE, as Co-Documentation Agents.

PRELIMINARY STATEMENTS

The Borrower has requested that simultaneously with the consummation of the merger of CRCA Merger Corporation with and into CRC Health Group, Inc. and the merger of CRC Health Corporation with and into CRC Health Group, Inc., with CRC Health Group Inc. renamed CRC Health Corporation as the surviving corporation (the “Merger”) the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount of $245,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

The proceeds of the Term Loans and the Revolving Credit Loans made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Borrower and its Subsidiaries and pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

-1-

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” means any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary, to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary.

“Act” has the meaning specified in Section 10.20.

“Additional Lender” has the meaning specified in Section 2.14(a).

“Administrative Agent” means Citibank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, (i) for Eurocurrency Rate Loans, 2.25% and (ii) for Base Rate Loans, 1.25%.

-2-

(b) with respect to Revolving Credit Loans, Letter of Credit fees and commitment fees in respect of unused Revolving Credit Commitments, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.50%, (B) for Base Rate Loans, 1.50%, (C) for Letter of Credit fees, 2.50% and (D) for commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees		Base Rate		Commitment Fee Rate
1	<4.5:1	1.75	%	0.75	%	0.375	%
2	>4.5:1 but <5.0:1	2.00	%	1.00	%	0.50	%
3	>5.0:1 but <5.5:1	2.25	%	1.25	%	0.50	%
4	>5.5:1	2.50	%	1.50	%	0.50	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

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“Arrangers” means Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., each in its capacity as a Joint Bookrunner and as a Co-Lead Arranger under this Agreement.

“Assignees” has the meaning specified in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means (a) the audited consolidated balance sheets of Target and its Subsidiaries as of each of September 30, 2005, December 31, 2004, 2003 and 2002, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Target and its Subsidiaries for the nine months ended September 30, 2005 and the fiscal years ended December 31, 2004, 2003 and 2002, respectively, and (b) the audited consolidated balance sheets of Sierra Tucson Inc. and its Subsidiaries as of each of December 31, 2004, 2003 and 2002, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Sierra Tucson Inc. and its Subsidiaries for the fiscal years ended December 31, 2004 and 2003 and for the nine months and six day period ended December 31, 2002, respectively.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Bain Entities” means, collectively, Bain Capital LLC, its Affiliates (other than other portfolio companies) and any investment funds advised or managed by any of the foregoing.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank as its “prime rate.” The “prime rate” is a rate set by Citibank based upon various factors including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

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“Borrower Parties” means the collective reference to the Borrower and the Restricted Subsidiaries, and “Borrower Party” means any one of them.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures relating to the construction or acquisition of any property which has been transferred to a Person other than a Borrower Party during the same fiscal year in which such expenditures were made, or in the immediately succeeding year, pursuant to a sale-leaseback transaction permitted under Section 7.05(f), (v) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset

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was originally acquired, (vii) expenditures that constitute Permitted Acquisitions, (viii) interest capitalized during such period or (ix) expenditures financed by the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) after the Closing Date to the extent that such Net Cash Proceeds shall have actually been received by Borrower (including through capital contributions of such Net Cash Proceeds by Holdings to Borrower) and to the extent such proceeds are not used to make a Restricted Payment pursuant to Section 7.06(f), make an Investment pursuant to Section 7.02(o) or prepay Junior Financing pursuant to Section 7.13(v).

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at Citibank (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:

(a) Dollars or, in the case of any Foreign Subsidiary, such local foreign currency used in the country of such Foreign Subsidiary held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

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(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated any other foreign currency that is the local foreign currency of a Foreign Subsidiary comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (i) of this definition.

“Cash Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

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“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the earliest to occur of:

(a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall be deemed not a Change of Control if,

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of Holdings equal to an amount more than fifty percent (50%) of the amount of common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdings owned, of record and beneficially, by any Person or related group for purposes of Section 13(d) of the Exchange Act, or

(ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no Person (other than one or more Permitted Holders) or Persons (other than one or more Permitted Holders) that are together a group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) or are acting, for the purpose of acquiring, holding, or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), but in any case excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), by way of merger, consolidation or other business combination or purchase, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any “Change of Control” (or any comparable term) in any document pertaining to the Senior Subordinated Notes or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount; or

(c) the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

“Citibank” means Citibank, N.A. and its successors.

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“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“CMS” means the Centers for Medicare and Medicaid Services of HHS and any successor thereof and any predecessor thereof, including the United States Health Care Financing Administration.

“Code” means the U.S. Internal Revenue Code of 1986 as amended from time to time and the regulations related thereto.

“Co-Documentation Agents” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse, as Co-Documentation Agents under this Agreement.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Collateral Document.

“Collateral Agent” means Citibank, in its capacity as collateral agent under any of the Loan Documents, or any successor administrative agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed (the “Guarantees”) by Holdings and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “Guarantor”);

(c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes shall be subordinated to the Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations;

(d) the Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests (other than Equity Interests of any Unrestricted Subsidiaries) of each wholly owned Subsidiary directly owned by any Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary shall be limited to 65% of the issued and outstanding voting Equity Interests of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Equity Interests of such Foreign Subsidiary at any time and to only a Foreign Subsidiary which is a direct subsidiary of Borrower or any Guarantor;

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(e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including, without limitation, accounts receivable, inventory, equipment, commercial tort claims, intercompany indebtedness, intellectual property, general intangibles, licensing agreements, owned real property, cash and proceeds of any of the foregoing (except that no leasehold mortgages, perfection pursuant to certificates of title statutes with respect to motor vehicles, or control agreements with respect to deposit accounts or securities accounts shall be required), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

(f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each owned property described on Schedule 1.01B hereto or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance of the type provided for in Section 4.01(j), and (iii) such surveys, legal opinions and other documents as the Administrative Agent may reasonably request with respect to each such Mortgaged Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages, each of the mortgages, deeds of trust, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent or Collateral Agent for the benefit of the Secured Parties pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent or Collateral Agent for the benefit of the Secured Parties.

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“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of, to the extent not reflected in such total interest expense, interest income and gains on such hedging obligations or other derivative instruments,

(ii) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and withholding taxes paid or accrued during such period,

(iii) depreciation and amortization,

(iv) Non-Cash Charges,

(v) unusual or non-recurring charges (including, without limitation, expenses related to the Transactions, severance, signing, retention or completion bonuses),

(vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities), provided that such adjustments are certified as restructuring charges or reserves in a certificate of a Responsible Officer delivered to the Administrative Agent,

(vii) any deductions attributable to minority interests of third parties in non-wholly owned Subsidiaries, except to the extent of cash dividends declared or paid on Equity Interests of such Subsidiaries held by third parties,

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(viii) to the extent permitted to be paid under Section 7.08(e), the amount of management, monitoring, consulting and advisory fees and related expenses and any other fees and expenses paid to the Sponsor (in cash, to the extent not added back in any prior period, or any accruals of such items),

(ix) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests);

(x) to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Transaction, any acquisition consummated prior to the Closing Date or a Permitted Acquisition;

(xi) to the extent covered by insurance and actually reimbursed, or, so long as Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 120 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 120 days), expenses with respect to liability or casualty events or business interruption; and

(xii) for purposes of determining compliance with Section 7.11 only, Permitted Equity Issuances pursuant to and in accordance with Section 8.05 and;

(xiii) any expenses or charges related to any equity offering, permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred hereunder (in each case whether or not consummated) or to the Transactions (including any accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP) and, in each case, deducted in such period in computing Consolidated Net Income, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period or is in respect of cash received in a prior period and not added back in a prior period), and

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(iii) all gains from investments recorded using the equity method, except to the extent of cash dividends or distributions received by Borrower or any Restricted Subsidiary in respect of such investments,

in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP.

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) non-cash losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off or write-down related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all non-cash losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges, expenses and write-downs referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

For purposes of determining Consolidated EBITDA for any Test Period that includes the quarterly periods ending September 30, 2005 or December 31, 2005, the Consolidated EBITDA for each such quarterly period shall be deemed to be $17,048,000 and $16,292,000, respectively (it being understood that these amounts shall give effect to the historical adjustments described on Schedule 1.01C).

“Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts and (ii) any cash payments made during such period in respect of the interest expense on such obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction, any acquisition consummated prior to the Closing Date or any Permitted Acquisition) but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period all as calculated on a consolidated basis in accordance with GAAP, and (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

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“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication,

(a) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,

(b) any net after-tax income or loss for such period attributable to the early extinguishment of Indebtedness or hedging obligations or other derivative instruments,

(c) any net after-tax extraordinary gains, losses or charges,

(d) any non-cash unusual or non-recurring charges (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income to such extent),

(e) any net after-tax gains or losses realized upon the disposition of assets outside the ordinary course of business (including any gain or loss realized upon the sale or other disposition of any Equity Interests of any Person),

(f) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs,

(g) the effect of any non-cash items resulting from any amortization, impairment, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs) in connection with the Transactions, any acquisition consummated prior to the Closing Date and any Permitted Acquisition or any merger, consolidation, disposition or similar transaction permitted by this Agreement (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed),

(h) (A) the income of (1) for purposes of calculating Cumulative Consolidated Net Income only, any Restricted Subsidiary (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders (which has not been legally waived) and (2) any Joint Venture and any Unrestricted Subsidiary, except in each case to the extent of the amount of dividends or other distributions actually paid in cash to such Person or one of its Restricted Subsidiaries by such Subsidiary, Joint Venture or Unrestricted Subsidiary during such period; (B) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person or any Restricted Subsidiary of such Person and (C) the loss of any Joint Venture accounted for by using the equity method of accounting to the extent not paid in cash by the Borrower or any Restricted Subsidiary,

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(i) any non-cash income or charges resulting from mark-to-market accounting under Statement of Financial Accounting Standard No. 52 — Foreign Currency Translation relating to Indebtedness denominated in foreign currencies,

(j) any reductions in respect of accretion of dividends of preferred Equity Interests, to the extent not paid in cash (provided that cash payments on such preferred Equity Interests after such accretion shall reduce Consolidated Net Income in the period paid in cash), and

(k) in the case of any period that includes a period ending prior to or during the fiscal year ended December 31, 2006 and to the extent paid with the proceeds of the Transactions, Transaction Expenses.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property, inventory and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization, write-down or write-off of any amounts thereof.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, but only to the extent required to be recorded on a balance sheet, in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction, any acquisitions consummated prior to the Closing Date or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01 (a), (l), (o) and (s) and clauses (i) and (ii) of Section 7.01(u) and 7.01(w) (to the extent such Indebtedness is secured by cash collateral)) in excess of $500,000 included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

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“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of one or more Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

“Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow”.

“Contract Provider” means any Person or any employee, agent or subcontractor of such Person who provides professional health care services under or pursuant to any contract with the Borrower or any Subsidiary.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate”.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Consolidated Net Income” means, as of any date of determination, Consolidated Net Income of the Borrower Parties for the period (taken as one accounting period) commencing on the beginning of the fiscal quarter including the Closing Date and ending on the last day of the most recent fiscal quarter for which financial statements required to be delivered pursuant to Section 6.01(a) or (b), and the related Compliance Certificate required to be delivered pursuant to Section 6.02(b), have been received by the Administrative Agent.

“Cumulative Growth Amount” shall mean, on any date of determination, the sum of, without duplication, (A) 50% of Cumulative Consolidated Net Income (or, in the case Cumulative Consolidated Net Income at the time of determination is a deficit, minus 100% of such deficit), provided that, for purposes of Sections 7.06(i) and 7.13(a)(v), the amount in this clause (A) shall only be available if the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.0:1, determined on a Pro Forma Basis after giving effect to any Restricted Payment or prepayment, redemption or repurchase actually made pursuant to Sections 7.06(i) or 7.13(a)(v), plus (B) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) on or prior to such date of determination and to the extent not used to reduce Capital Expenditures pursuant to clause (ix) of

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the definition thereof and not used to make Restricted Payments pursuant to Section 7.06(f) (any such Net Cash Proceeds that so increase the Cumulative Growth Amount, “Designated Equity Proceeds”), plus (C) the amount of Net Cash Proceeds from the issuance of Permitted Holdco Debt after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) on or prior to such date of determination (any such Net Cash Proceeds that so increase the Cumulative Growth Amount, “Designated Holdco Debt Proceeds”) plus (D) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually theretofore received in cash in respect of any Investment made since the Closing Date pursuant to Section 7.02(o), minus (E) the sum at the time of determination of (i) the aggregate amount of Investments made since the Closing Date pursuant to Section 7.02(o), (ii) the aggregate amount of Restricted Payments made since the Closing Date pursuant to Section 7.06(i) and (iii) the aggregate amount of prepayments, redemptions or repurchases made since the Closing Date pursuant to Section 7.13(a)(v).

“Debt Prepayment” means the prepayment by the Borrower on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreement or under the 14% Senior Subordinated Notes due June 19, 2010 issued by CRC Health Corporation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means, with respect to Loans, an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws. Overdue interest, fees and other amounts shall bear interest at 2.0% above the rate applicable to Base Rate Loans that are Term Loans.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Equity Proceeds” has the meaning specified in the definition of “Cumulative Growth Amount”.

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“Designated Holdco Debt Proceeds” has the meaning specified in the definition of “Cumulative Growth Amount”.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests or issuance by a Subsidiary of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“Environmental Laws” means any and all Federal, state, local, and foreign Laws, judgments, orders, decrees, concessions, grants, franchises, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the Release of or threatened Release of any Hazardous Materials into the environment.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contributions” means, collectively, (a) the contribution by the Equity Investors of an aggregate amount of cash of not less than $290,000,000 to Holdings or one or more direct or indirect holding company parents of Holdings, and (b) the further contribution to the Borrower of any portion of such cash contribution proceeds not directly received by the Borrower or used by Holdings to pay Transaction Expenses, Merger Consideration or Debt Prepayment.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means the Bain Entities and the Management Stockholders.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

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“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Dow Jones Market screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank and with a term equivalent to such Interest Period would be offered by Citibank’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

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(ii) an amount equal to the amount of all non-cash expenses, charges or losses to the extent deducted in arriving at such Consolidated Net Income (other than an accrual or reserve for potential cash items in any future period),

(iii) an amount equal to any income or gain excluded from the calculation of Consolidated Net Income by virtue of the definition thereof to the extent realized in cash, and

(iv) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries completed during such period); over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits, income or gains included in arriving at such Consolidated Net Income and cash expenses, charges and losses that are added back to Consolidated Net Income by virtue of the definition thereof,

(ii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures made in cash and not deducted from Excess Cash Flow in a prior period or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries or Equity Interests of Holdings or Borrower,

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower or the Restricted Subsidiaries (including any Term Loans and the principal component of payments in respect of Capitalized Leases but excluding (A) prepayments of Term Loans pursuant to Section 2.05(b) and (B) repayments of Revolving Credit Loans, Swing Line Loans and prepayments of Term Loans pursuant to Section 2.05(a)) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder) except to the extent financed with the proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries or Equity Interests of Holdings or Borrower,

(iv) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period),

(v) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness,

(vi) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Investments and acquisitions made in cash

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during such period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(vii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(h) or (i) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries during such period and are not made with unswept Excess Cash Flow from previous periods,

(viii) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(ix) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(x) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Capital Expenditures or Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(xi) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and

(xii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not reflected in the computation of Consolidated Net Income.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations and (c) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary.

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“Exclusion Event” means any event or events resulting in the exclusion of the Borrower or any Restricted Subsidiary or any of the Treatment Facilities from participation in any Medical Reimbursement Program.

“Existing Credit Agreement” means the Credit Agreement dated as of May 11, 2005, among CRC Health Corporation, the other credit parties thereto, the lenders party thereto, BNP Paribas, as Sole Lead Arranger and Administrative Agent, Madison Capital Funding LLC, as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent.

“Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such day on such transactions as determined by the Administrative Agent.

“Foreign Lender” has the meaning specified in Section 3.01(d).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the

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Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) upon the Administrative Agent’s request, the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantees” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.

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“Guarantors” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.

“Guaranty” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all other substances, wastes, pollutants, contaminants, chemicals, materials, constituents, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes of any nature and in any form regulated pursuant to, or which can give rise to liability under, any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“HHS” means the United States Department of Health and Human Services and any successor thereof.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936.

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Incremental Amendment” has the meaning specified in Section 2.14(a).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

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(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, for purposes of Section 7.03 only, as in effect on the Closing Date);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intercompany Note” means a promissory note substantially in the form of Exhibit J.

“Interest Coverage Ratio” means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

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“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d) unless the Administrative Agent shall otherwise agree, that prior to the earlier of (i) the initial syndication of the Credit Facilities and (ii) the 31^st day after the Closing Date, the Borrower shall only be permitted to request Interest Periods of seven days.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“IP Rights” has the meaning specified in Section 5.15.

“IRS” means the United States Internal Revenue Service.

“Joint Venture” means any Person that the Borrower owns an equity interest in that is not a Subsidiary.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Knowledge” means the actual or constructive knowledge of a Responsible Officer.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Citibank and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) each Letter of Credit Application.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Management Stockholders” means the members of management of the Borrower or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Change” means any change or effect that either individually or in the aggregate together with all other adverse changes or effects, is, or is reasonably likely to be, materially adverse to the business, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole, other than any change or effect that results or arises from (i) changes in (x) general economic or political conditions (including acts of war, declared or undeclared, armed hostilities and terrorism), financial, securities or capital market conditions (including prevailing interest rates), (y) the industry in which the Borrower operates that do not

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materially disproportionately affect the Borrower and its Subsidiaries, taken as a whole, compared to other companies in the industry or (z) laws, regulations or accounting standards, principles or interpretations, except in the case of clauses (y) and (z), to the extent the changes arise from or result from changes in laws or regulations affecting the industry in which the Borrower operates, and except in the case of clause (x), to the extent that any act of war or terrorism has a disproportionately negative effect on the Borrower and its Subsidiaries taken as a whole compared to other companies in the industry in which the Borrower operates or (ii) the announcement of the Merger Agreement or the performance of the obligations thereunder.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, February 6, 2012 and (b) with respect to the Term Loans February 6, 2013.

“Maximum Rate” has the meaning specified in Section 10.10.

“Medicaid” means that certain means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United Sates Code and any statute succeeding thereto.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all state statutes for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of Law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each case as may be amended, supplemented or otherwise modified from time to time.

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“Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid and TRICARE programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government and any other non-government funded third party payor programs.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code and any statute succeeding thereto.

“Medicare Provider Agreement” means an agreement entered into between CMS or other such entity administering the Medicare program on behalf of CMS, and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the OIG, HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of Law, as each may be amended, supplemented or otherwise modified from time to time.

“Merger” has the meaning specified in the preliminary statements to this Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated as of October 8, 2005, between Holdings, Merger Sub and Target.

“Merger Consideration” means the total funds required to consummate the Merger.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages or any other document, creating and evidencing a Lien on the Mortgaged Properties made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders substantially in the form of Exhibit H (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

“Mortgage Policies” has the meaning specified in Section 4.01(j).

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“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee Requirement.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $2,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $5,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a));

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(b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary or any Permitted Equity Issuances, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA”.

“Non-Consenting Lenders” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including obligations to provide Cash Collateral), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“OIG” means the Office of Inspector General of HHS and any successor thereof.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive

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documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overnight Rate” means, for any day, the Federal Funds Rate.

“Participant” has the meaning specified in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Perfection Certificate” means a certificate in the form of Exhibit K-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” means a certificate supplement in the form of Exhibit K-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

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“Permitted Capital Expenditure Amount” has the meaning specified in Section 7.16(b).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (including contributions to the capital of Holdings) to the extent permitted hereunder.

“Permitted Holdco Debt” means unsecured Indebtedness of Holdings that (A) is not subject to any Guarantee by the Borrower or any Restricted Subsidiary, (B) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (C) has no scheduled amortization of principal prior to the date that is ninety-one days after the Maturity Date of the Term Loans, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least four (4) years from the date of issuance or incurrence thereof (other than optional redemption provisions customary for senior discount notes), and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture taken as a whole (other than provisions customary for senior discount notes of a holding company).

“Permitted Holders” means the Equity Investors other than the Management Stockholders to the extent that the amount of the outstanding voting stock of Holdings owned beneficially or of record by such Management Stockholders in the aggregate at any time exceeds ten percent (10%) of the total amount of the outstanding voting stock of Holdings at such time.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(t) or 7.13 or is otherwise Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation

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governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) Indebtedness of a Subsidiary that is not a Guarantor shall not refinance Indebtedness of the Borrower or a Guarantor, (iii) Indebtedness of the Borrower or a Restricted Subsidiary shall not refinance Indebtedness of an Unrestricted Subsidiary, (iv) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a Responsible Officer shall deliver a certificate to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement and (v) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Acquisition Period” means, with respect to any Permitted Acquisition or any acquisition consummated prior to the Closing Date, the period beginning on the date such Permitted Acquisition or such other acquisition consummated prior to the Closing Date is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or such other acquisition consummated prior to the Closing Date is consummated.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith to be achievable in the Post-Acquisition Period as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings net of (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Borrower and the Restricted Subsidiaries; provided that, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings (including any actually realized cost savings) permitted by this sentence will be realizable during the entirety of such Test Period, or

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such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(ii).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made (such Pro Forma Adjustment as specified in a certificate executed by a Responsible Officer and delivered to the Administrative Agent for distribution to the Lenders) and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in or assets of any Subsidiary of the Borrower or any division, business unit, line of business or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Financial Statements” has the meaning specified in Section 5.05(a)(ii).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” shall have the meaning set forth in Section 6.01(c).

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“Projects” means construction, improvement or expansion of a substance abuse, addiction disease or behavioral disorder treatment facility that constitutes a facility substantially separate and distinct from any other facility of the Borrower and its Restricted Subsidiaries that exists at the Closing Date.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Refinanced Term Loans” has the meaning specified in Section 10.01.

“Register” has the meaning specified in Section 10.07(d).

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating in, into, onto or through the environment.

“Replacement Term Loans” has the meaning specified in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments, as such aggregate Term Commitments and aggregate Revolving Credit Commitments may be increased pursuant to Incremental Term Loans or Revolving Commitment Increases; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary

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of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning specified in Section 2.14(a).

“Revolving Commitment Increase Lender” has the meaning specified in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

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“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Rollover Amount” has the meaning specified in Section 7.16(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means immediately available funds.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Obligations” means (a) the Obligations, (b) the due and punctual payment and performance of all obligations of the Borrower and the other Loan Parties under each Secured Hedge Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each security agreement supplement executed and delivered pursuant to Section 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Subordinated Notes” means $200,000,000 in aggregate principal amount of the Borrower’s 10.75% senior subordinated notes due 2016.

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“Senior Subordinated Notes Documentation” means the Senior Subordinated Notes, and all documents executed and delivered with respect to the Senior Subordinated Notes, including the Senior Subordinated Notes Indenture.

“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of February 6, 2006.

“Social Security Act” means the Social Security Act of 1965 as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Transaction” means, with respect to any period, any Investment, Disposition of all or substantially all of the Equity Interests in or assets of any Restricted Subsidiary of the Borrower or any division, business unit, line of business or facility used for the operations of Borrower or any of its Restricted Subsidiaries, incurrence or repayment of Indebtedness, Restricted Payment, designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any asset classified as discontinued operations by the Borrower or any Restricted Subsidiary, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsor” means Bain Capital Partners VIII, L.P. and its Affiliates.

“Sponsor Management Agreement” means the Management Agreement among CRCA Holdings, Inc., Holdings, CRCA Merger Corporation and Bain Capital Partners, LLC.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other

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interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are Guarantors.

“Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the Subsidiary Guarantors that are Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Successor Company” has the meaning specified in Section 7.04(d).

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Property is located and sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 4.01(j) and 6.13(b) or (b) otherwise reasonably acceptable to the Collateral Agent.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Citibank, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Syndication Agent” means JPMorgan Chase Bank, N.A., as Syndication Agent under this Agreement.

“Target” has the meaning specified in the introductory paragraph to this Agreement.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments is $245,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan made pursuant to Section 2.01(a).

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“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended.

“Threshold Amount” means $10,000,000.

“Total Assets” means, as at any date of determination, the aggregate stated balance sheet amount of all assets of the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction” means, collectively, (a) the Equity Contributions, (b) the Merger, (c) the issuance of the Senior Subordinated Notes, (d) the funding of the Term Loans and up to $7,500,000 of Revolving Credit Loans on the Closing Date, (e) the consummation of any other transactions in connection with the foregoing, (f) the Debt Prepayment, and (g) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower or any Restricted Subsidiary in connection with the Transaction, including any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to or with respect to any management equity plan or stock option plan or any other management or employee benefit plan or any stock subscription or shareholder agreement, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Treatment Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased, managed or operated by the Borrower or any Subsidiary.

“TRICARE” means the United States Department of Defense health care program for service families (including TRICARE Prime, TRICARE Extra and TRICARE Standard), and any successor or predecessor thereof.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unaudited Financial Statements” has the meaning specified in Section 4.01(f).

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“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 1.01A and (ii) any Subsidiary of the Borrower designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the date hereof.

“U.S. Lender” has the meaning specified in Section 3.01(f).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii) The term “including” is by way of example and not limitation.

(iii) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

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(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03. Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis; provided that the Pro Forma Adjustments may only be taken into account for purposes of the definition of “Permitted Acquisition” and determining compliance with Sections 7.02, 7.03, 7.04 and 7.11 and determining whether the condition in clause (ii) to the proviso of Section 2.14(a) has been satisfied.

SECTION 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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SECTION 1.08. Cumulative Growth Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Growth Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.01. The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan denominated in Dollars in an amount equal to such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein (i) each Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment and (ii) the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed $7,500,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Irrevocable notice of the Borrowings to be made on the Closing Date, each subsequent Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be given by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency

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Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the Class of Borrowing (it being understood that Term Loan Borrowings shall only be available on the Closing Date), a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection

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therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Citibank prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Letters of Credit.

(a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive

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(whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(E) such Letter of Credit is in an initial amount less than $100,000.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

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(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall

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reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided

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that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) (but not L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

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(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby

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assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iv), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at Citibank and may be invested in readily available Cash Equivalents. If at

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any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at Citibank as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Letter of Credit fees times the daily maximum amount then available to be drawn under such Letter of Credit. Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

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SECTION 2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

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(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason

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whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.05. Prepayments.

(a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such

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Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) and no later than the 95th day after the end of a Fiscal year, the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.0:1 but greater than 3.0:1. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.

(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05 (a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h) or (i)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business

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Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

(iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to the installments due thereof within the next 24 months in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) and afterwards, pro rata to the remaining installments; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b).

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(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

(vi) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

SECTION 2.06. Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).

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(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

SECTION 2.07. Repayment of Loans.

(a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing on the last Business Day of June 2006, an aggregate amount equal to 0.25% of the aggregate amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

SECTION 2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Citibank’s, “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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SECTION 2.11. Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

SECTION 2.12. Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein and the Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

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(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

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(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount

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equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

SECTION 2.14. Incremental Credit Extensions.

(a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination) and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that the interest rates and amortization schedule (subject to clause (b) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount

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that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and Swing Line Lender shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(b) and (unless waived by the Additional Lender) 4.02(a) shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such

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Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

SECTION 3.01. Taxes.

(a) Except as provided in this Section 3.01, any and all payments by the Loan Parties to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding the following, (i) in the case of each Agent and each Lender, taxes imposed on or measured by its overall net income or overall gross income (including branch profits) and franchise (and similar) taxes imposed on it in lieu of net income taxes, by a jurisdiction (or any political subdivision thereof) as a result of such Agent or such Lender, as the case may be, being organized or having its principal office or applicable Lending Office in such jurisdiction or as a result of a present or former connection between such Agent or such Lender and the jurisdiction imposing such tax other than a connection arising as a result of any transaction contemplated under any Loan Document, and all liabilities (including additions to tax, penalties and interest) with respect thereto, (ii) in the case of any Foreign Lender (as defined below), any U.S. federal withholding tax that (A) is imposed on amounts payable to such Lender under a law that is in effect at the time such Lender becomes a party hereto (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or change in its place of organization or principal office or assignment), to receive additional amounts from the Loan Parties with respect to such withholding tax pursuant to this Section 3.01(a), or (B) is attributable to such Lender’s failure to

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comply with Section 3.01(d); provided that clause (ii)(A) shall not apply to any assignee or new lending office pursuant to Section 2.13 or pursuant to a request by the Borrower under Section 3.07 and (iii) in the case of any U.S. Lender (as defined below) any U.S. federal backup withholding tax resulting from such Lender failing to comply with Section 3.01(f) (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Loan Parties shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), such Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If such Loan Party fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, such Loan Party shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document and all additions to tax, penalties and interest (hereinafter referred to as “Other Taxes”).

(c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) payable by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and reasonable expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d) (i) To the extent it is legally entitled to do so, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN

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or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter, to the extent it is legally entitled to do so, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) upon the Borrower or Administrative Agent’s request, on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event involving such Lender that requires a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in such Foreign Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

(ii) To the extent that it is legally entitled to do so, each Lender and Agent entitled to an exemption from or reduction of non-U.S. withholding tax under the law of a jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law and reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that each Lender and the Agent shall not have to execute and deliver any such document if such execution and delivery would subject such Lender or Agent to any unreimbursed cost or would be otherwise disadvantageous to it.

(iii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums

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paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form and any information required to be included with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(e) The Administrative Agent may deduct and withhold any taxes required by any laws to be deducted and withheld from any payment under any of the Loan Documents.

(f) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”), other than a U.S. Lender that may be treated as an exempt recipient based on the indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii), shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement) and subsequently as reasonably requested by the Borrower, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form.

(g) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Loan Parties pursuant to this Section 3.01, it shall promptly remit the portion of such refund to the Loan Parties that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund)) than it would have been in if the Taxes or Other Taxes giving rise to such refund had never been imposed in the first instance; provided that the Loan Parties, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority (including any interest or penalties). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or other confidential information or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office

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for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.01(h) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. A certificate setting forth such costs and expenses in reasonable detail submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error.

SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

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SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (indemnifiable pursuant to Section 3.01) and (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by any jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

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(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefore; provided further that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

SECTION 3.06. Matters Applicable to All Requests for Compensation.

(a) Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

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(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

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SECTION 3.07. Replacement of Lenders under Certain Circumstances.

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this paragraph.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

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(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

SECTION 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

SECTION 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and the Guaranty;

(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;

(iii) the Security Agreement and the Perfection Certificate, duly executed by each Loan Party thereto, together with:

(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B) opinions from each jurisdiction of incorporation and opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

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(C) evidence that the Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the Collateral Agent; and

(D) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(v) opinion from Ropes and Gray LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I, and local counsel opinions in the jurisdictions set forth on Schedule 4.01(a)(v) in form and substance reasonably satisfactory to the Administrative Agent;

(vi) there has been no change, effect, event or occurrence since December 31, 2004, that has had or could reasonably be expected to result in a Material Adverse Change and certified to that effect;

(vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Borrower;

(viii) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Borrower that such agreement is in full force and effect as of the Closing Date;

(ix) evidence that all insurance (including title insurance in form and substance reasonably acceptable to the Administrative Agent) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;

(x) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties;

(xi) certified copies of the Merger Agreement, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; and

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(xii) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.

(c) Prior to or simultaneously with the initial Credit Extension, (i) the Equity Contributions shall have been funded in full in cash; (ii) Merger Sub shall have received (whether directly as a result of the Equity Contribution or as a result of an equity contribution by Holdings) cash proceeds from the Equity Contributions in an aggregate amount equal to at least $294.7 million; and (iii) the Merger shall be consummated in accordance with the terms of the Merger Agreement (without waiver, amendment, supplement or other modification that is material and adverse to the Lenders) and in compliance with applicable material Laws and regulatory approvals.

(d) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.

(e) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have terminated the Existing Credit Agreement and taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the Senior Subordinated Notes and (C) Indebtedness listed on Schedule 7.03(b) and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.

(f) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Target and its Subsidiaries for (A) each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date (and comparable periods for the prior fiscal year) and (B) to the extent reasonably available and, in any event, excluding footnotes, each fiscal month after the most recent fiscal period for which financial statements were received by the Arrangers and the Lenders as described above (collectively, the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii)(A) shall be prepared in accordance with GAAP.

(g) The Arrangers and the Lenders shall have received the Pro Forma Financial Statements.

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(h) The Arrangers and the Lenders shall have received a certificate from a Responsible Officer in form and substance reasonably satisfactory to the Administrative Agent dated the Closing Date and signed by the chief financial officer of the Borrower.

(i) The Arrangers and the Lenders shall have received evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent.

(j) The Arrangers and the Lenders shall have received fully paid Chicago Title Insurance Corporation Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting first priority Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request.

SECTION 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document (except, in the case of the initial Credit Extensions only, the representations contained in Sections 5.03, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20, 5.21 and 5.22) shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates (except, in the case of the initial Credit Extension only, any such representation and warranty that is modified by the term “Material Adverse Effect” shall be deemed to be modified by the term “Material Adverse Change”).

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

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(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agents and the Lenders that:

SECTION 5.01. Existence, Qualification and Power; Compliance with Laws. (a) Each Loan Party and each of its Subsidiaries is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization,

(b) Each Loan Party and each of its Subsidiaries has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party,

(c) Each Loan Party and each of its Subsidiaries is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect,

(d) To its Knowledge, each Loan Party and each of its Subsidiaries is in substantial compliance with the requirements of all Laws (including Medicare Regulations, Medicaid Regulations, HIPAA, 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn) and all orders, writs, injunctions, decrees, licenses and permits applicable to it, its properties or any Treatment Facilities, personal properties and real properties owned, leased, managed or operated by the Borrower or any Subsidiary, except in such instances in which (i) compliance with such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate actions diligently conducted or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(e) Without limiting the generality of the foregoing clause (d):

(i) except as would not reasonably be expected to have a Material Adverse Effect, (A) to the Knowledge of the Borrower and the Subsidiaries, there is not pending or threatened any proceeding (not to include any cost report audit or contract audit or reopening) or investigation under any Medical Reimbursement Program

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involving the Borrower, any of the Subsidiaries or any Treatment Facility and (B) none of Holdings, the Borrower or any of the Subsidiaries nor any of their respective shareholders, directors, officers nor any of their employees are excluded from participation in the Medical Reimbursement Program and, to the Knowledge of the Borrower and the Subsidiaries, no such exclusion is pending or threatened;

(ii) except as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Borrower and the Subsidiaries, there is not pending or threatened any proceeding or investigation by the OIG or other Governmental Authority involving the acts or omissions within the scope of employment of any currently employed officer or other member of management of the Borrower, any of the Subsidiaries or of any Treatment Facility, unless such officer or other member of management has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the OIG or other Governmental Authority;

(iii) current billing policies, arrangements, protocols and instructions of the Borrower and its Subsidiaries comply in all respects with requirements of Medical Reimbursement Programs, except where any such failure to comply would not reasonably be expected to result in an Exclusion Event or a Material Adverse Effect; and

(iv) current medical director compensation arrangements of the Borrower and its Subsidiaries comply with state and federal anti-kickback, fraud and abuse, and self-referral laws, including without limitation 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn, and all regulations promulgated under such laws, except where any such failure to comply would not reasonably be expected to result in an Exclusion Event or a Material Adverse Effect.

(f) [Reserved].

(g) Set forth on Schedule 5.01(g) is a true, correct and complete list of all Treatment Facilities owned or leased and operated by the Borrower or Subsidiaries and a list of all material licenses and permits owned or held by Borrower or Subsidiaries relating to each Treatment Facility set forth thereon as of the Closing Date. Except to the extent that it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries has, to the extent applicable: (i) obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, investment in or operation of its businesses and Treatment Facilities as currently operated; (ii) obtained and maintains in good standing all required licenses, permits, authorizations and approvals of each Governmental Authority necessary to the conduct of its Treatment Facilities as currently conducted; (iii) to the extent prudent and customary in the industry in which it is engaged, applied for or obtained and maintains accreditation from all generally recognized accrediting agencies; (iv) entered into and maintains in good standing its Medicare

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Provider Agreements and Medicaid Provider Agreements; and (v) ensured that all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

(h) To the Knowledge of the Loan Parties, with respect to subcontractors, to the extent not beyond the control of the Loan Parties or as would not reasonably be expected to have a Material Adverse Effect, each Contract Provider is duly licensed by each state, state agency, commission or other Governmental Authority having jurisdiction over the provision of such services by such Person in the locations where the Borrower and its Subsidiaries conduct business, to the extent such licensing is required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Borrower and its Subsidiaries to operate as currently operated and as contemplated to be operated.

SECTION 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law in any material respect; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.03. Governmental Authorization; Other Consents. Except as set forth on Schedule 5.03, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 5.05. Financial Statements; No Material Adverse Effect.

(a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of Target and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2004 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by Target or any of its Subsidiaries of any material part of the business or property of Target or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by Target or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Target and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date.

(ii) The unaudited pro forma consolidated balance sheet of the Target and its Subsidiaries as at September 30, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Target and its Subsidiaries for the most recent fiscal year, the nine months ended September 30, 2005 and the 12-month period ending on September 30, 2005 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by Target or any of its Subsidiaries consummated after September 30, 2005 and prior to the Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Target to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Target and its Subsidiaries as at September 30, 2005 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b) Since September 30, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(d) As of the Closing Date, neither the Borrower nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities reflected on the balance sheet as of December 30, 2005) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07. No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title to all property purported to be owned by it, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.09. Environmental Matters.

(a) There are no claims, actions, suits, notices of violation, demand letters or proceedings alleging potential liability under or for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous list; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly

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owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) there has been no Release of Hazardous Materials by any Person on any property currently or, to the knowledge of any Loan Party formerly, owned, leased or operated by any Loan Party or any of its Subsidiaries, and there has been no Release of Hazardous Materials by any of the Loan Parties and their Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could reasonably be expected to give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 5.09(d), neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner which could not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

SECTION 5.10. Taxes. Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP. None of the Loan Parties or their Subsidiaries has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or Section 6111(d) of the Code as in effect immediately prior to the enactment of the American Jobs Creation of 2004, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except for tax shelters or reportable transactions that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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SECTION 5.11. ERISA Compliance.

(a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

SECTION 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a) The Borrower is not engaged in nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any

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Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the material trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 5.17. Insurance. The Borrower and its Subsidiaries, maintain insurance in accordance with Section 6.07.

SECTION 5.18. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

SECTION 5.19. Perfection, Etc. All filings and other actions necessary or desirable to perfect and protect the Lien in the Collateral created under the Collateral Documents (except for such actions that the Security Agreement specifically excepts Borrower from performing) have been or will, within the required time periods under the Collateral Documents, be duly made or taken or otherwise provided for and are (or so will be) in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral to the extent required by the Collateral Documents, securing the payment of the Secured Obligations, subject only to Liens permitted by Section 7.01.

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SECTION 5.20. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Holdings, the Borrower or its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Borrower or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

SECTION 5.21. Fraud and Abuse. Except as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Loan Parties, there is not pending or threatened any proceeding or investigation under any applicable provision of the Social Security Act and the regulations promulgated thereunder, including HIPAA, the Medicare Regulations or the Medicaid Regulations, involving the Borrower, any of the Subsidiaries or any Treatment Facility.

SECTION 5.22. Medicare and Medicaid Notices and Filings Related to Health Care Business. To the extent applicable and except to the extent as would not be reasonably be expected to have a Material Adverse Effect: (i) each of the Borrower and each of its Subsidiaries has timely filed all reports required to be filed in connection with Medicare and applicable Medicaid programs and due on or before the date hereof, and all required reports and administrative forms and filings are true and complete in all material respects; (ii) to the Knowledge of the Borrower or any Subsidiary, there are no claims, actions, proceedings or appeals pending (and neither Borrower nor any of its Subsidiaries has filed anything that would result in any claims, actions or appeals) before any Governmental Authority with respect to any Medicare or Medicaid cost reports or claims filed by the Borrower or any of its Subsidiaries on or before the date hereof, or with respect to any adjustments, denials, recoupments or disallowances by any intermediary, carrier, other insurer, commission, board or agency in connection with any cost reports or claims; (iii) to the Knowledge of the Borrower or any Subsidiary, no validation review, survey, inspection, audit, investigation or program integrity review related to the Borrower or any Subsidiary has been conducted by any Governmental Authority or government contractor in connection with the Medicare or Medicaid programs, and no such reviews are scheduled, pending or, threatened against or affecting the Borrower or any Subsidiary; and (iv) each of the Borrower and its Subsidiaries has timely filed all material reports, data and other information required by any other Governmental Authority with authority to regulate the Borrower or any such Subsidiary or its business in any manner.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

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SECTION 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower beginning with the 2005 fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event within forty-five (45) days (in the case of the fiscal quarter in which the Closing Date occurs, sixty (60) days following the end of such fiscal quarter) after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c) as soon as available, and in any event no later than one hundred five (105) days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”); and

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent

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of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Senior Subordinated Notes Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

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(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b), (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate, and (iv) reasonably detailed calculations setting forth the available Cumulative Growth Amount;

(f) promptly, to the extent permitted by HIPAA or other privacy laws or regulations, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and

(g) concurrently with any delivery of financial statements referred to in Section 6.01(a), a certificate of a Responsible Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent at oploanswebadmin@citigroup.com and posted on the Borrower’s behalf on IntraLinks/ IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

SECTION 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default; and

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(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation or proceeding between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. The Borrower will furnish to the Lenders, upon the reasonable request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

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(a) Requirements of Insurance. All such insurance shall (i) provide that the insurer affording coverage will endeavor to mail 30 days written notice of cancellation of such insurance coverage to the Collateral Agent (in the case of property and liability insurance), (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case or property insurance), as applicable, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent.

(b) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

SECTION 6.08. Compliance with Laws. Except the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect:

(a) Comply with the requirements of all Laws (including without limitation Titles XVIII and XIX of the Social Security Act, HIPAA, Medicare Regulations, Medicaid Regulations) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate actions diligently conducted;

(b) Ensure that billing policies, arrangements, protocols and instructions will comply in all material respects with reimbursement requirements under Medicare, Medicaid and other Medical Reimbursement Programs;

(c) Make commercially reasonable efforts to implement policies that are consistent with HIPAA on or before the date that any provision of HIPAA becomes applicable to the Borrower and its Subsidiaries to the extent such date arises after the Closing Date; and

(d) Have in place and maintain a compliance program for its Subsidiaries that the Borrower believes is reasonably designed to provide effective internal controls that promote adherence to, prevent and detect material violations of, any Medicaid Regulations, Medicare Regulations, and state and federal self referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1) – (b)(2) and 42 U.S.C. Section 1395nn, applicable to its Subsidiaries, which compliance program includes the implementation of monitoring compliance therewith and with such regulations on a periodic basis.

SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

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SECTION 6.10. Inspection Rights. To the extent permitted by law, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, subject to such independent public accountants’ customary policies and procedures, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower. To the extent disclosure described in the immediately preceding sentence is permitted and to the extent required by applicable Law, prior to receiving any information that contains patient information subject to (i) state privacy laws, (ii) the Drug Abuse Prevention, Treatment and Rehabilitation Act, 42 U.S.C. 290dd-2 et seq., (iii) the HIPAA, 42 U.S.C. 1320d et seq., or (iv) regulations promulgated pursuant to the foregoing statutes, the Administrative Agent and the Lenders agree to execute an agreement reasonably satisfactory to the Administrative Agent and the Lenders that complies with the requirements relating to “business associates” as set forth in 45 C.F.R. 164.502(e) and that also complies with any applicable state Laws; provided further that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary by any Loan Party:

(i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

(A) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a book value in excess of $750,000;

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(B) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to comply with the Collateral and Guarantee Requirement, including to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, with respect to any owned real property with a book value in excess of $750,000, Security Agreement Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(C) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;

(D) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity,

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(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a book value in excess of $750,000 any existing title reports, surveys or environmental assessment reports.

(b) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party, (y) the acquisition of any owned real property by any Loan Party with a book value in excess of $750,000 and such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to address Hazardous Materials at any location.

SECTION 6.13. Further Assurances.

(a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgement, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

(b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of such real property, together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or

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recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii) fully paid Mortgage Policies in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

(iii) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties with a book value in excess of $750,000 are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(iv) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

SECTION 6.14. Interest Rate Hedging. Enter into prior to ninety (90) days following the Closing Date, and maintain at all times thereafter until the date that is eighteen months after the Closing Date, protection against fluctuations in interest rates pursuant to, as of such time, one or more interest rate Swap Contracts with Persons reasonably acceptable to the Administrative Agent the effect of which shall be to fix or limit the interest cost of the Borrower with respect to at least equal to 50% of funded Indebtedness (excluding Indebtedness in respect of the Revolving Credit Facility) consisting of obligations for borrowed money; provided that for so long as the Senior Subordinated Notes are outstanding, this requirement shall be deemed satisfied if the Borrower shall fail at any time to reach the required level of interest rate protection provided for herein and the aggregate amount of Indebtedness falling short of such required level is not greater than $5,000,000.

SECTION 6.15. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Sections 7.02 and 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if

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it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Notes, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.02). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

SECTION 6.16. Post-Closing Covenant. The Borrower shall take all such actions to deliver and/or execute the certificates or documents set forth on Schedule 6.16.

SECTION 6.17. Dormant Subsidiaries. The Borrower shall ensure that Southwest Illinois Treatment Center, Inc. and Stonehedge Convalescent Center, Limited Partnership shall remain dormant companies and shall remain dormant until such time as they are dissolved in accordance with the Laws under which they are organized.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document securing the Secured Obligations;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or any material Restricted Subsidiary;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; and Liens securing any Permitted Refinancing of Indebtedness under Section 7.03(e) that do not extend to any property that was not subject to the Lien securing the Indebtedness being refinanced.

(j) leases, licenses, subleases or sublicenses in each case, granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Borrower or any material Subsidiary or secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

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(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i), (n) or (o) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;

(o) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g);

(q) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries, as tenant, in the ordinary course of business;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(s) [Reserved];

(t) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

(v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(w) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000; and

(x) Liens existing on the title insurance policies relating to each Mortgaged Property;

provided, however, that no Liens shall be permitted to exist directly or indirectly on any Mortgaged Property other than pursuant to clauses (a), (c), (d), (g), (h), (j), (q) and (x) (to the extent, with reference to clause (j) of this Section 7.01, that such Liens are subordinate in all respects to the Liens granted and evidenced by the Security Documents) and (x) of this Section 7.01; provided, further, however, upon the delivery of each additional Mortgage under Sections 6.11 and 6.13 that no Liens, except those set forth in this Section 7.01 shall be permitted to exist directly or indirectly on such additional Mortgage.

SECTION 7.02. Investments. Make or hold any Investments, except:

(a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors, employees and consultants of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $2,000,000;

(c) Investments (i) in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party; (iii) by the Borrower or any Restricted Subsidiary in any Foreign Subsidiary; provided that (x) any Investment in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral Documents and (y) the aggregate amount of such Investments in Foreign Subsidiaries (together with, but without duplication, the aggregate

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consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B)) shall not exceed $10,000,000 (net of any return representing a return of capital in respect of any such Investment).

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, exchange in kind, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A) subject to clause (B) below, any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Domestic Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein;

(B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with the aggregate amount of all Investments in Foreign Subsidiaries pursuant to section 7.02(c)(iii)) and Subsidiaries that do not become Guarantors shall not exceed $10,000,000 (net of any return representing a return of capital in respect of any such Investment);

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(C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

(D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) the Transaction;

(k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 7.06(g), (h) or (i);

(n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, other Investments in an aggregate amount that does not exceed the sum of (i) $15,000,000 and (ii) an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually theretofore received in cash in respect of any such Investment;

(o) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of any Investment;

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(p) advances of payroll payments to employees in the ordinary course of business;

(q) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings;

(r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

(s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings.

SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

(c) Guarantees in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder and to the extent permitted as an Investment under Section 7.02 (other than Section 7.02(e)); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment

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permitted by Section 7.02 (other than Section 7.02(e)); provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

(e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11;

(h) (i) Indebtedness incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in the case of clauses (i) and (ii) above, such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory repurchase provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the Senior Subordinated Notes as of the Closing Date; and (z) is incurred by the Borrower or a Guarantor.

(i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness consisting of promissory notes issued by Holdings or the Borrower to current or former officers, directors, employees and consultants, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof permitted by Section 7.06(f);

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(k) Indebtedness incurred by Holdings, the Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, solely to the extent constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, the Borrower or the Restricted Subsidiaries under deferred employee compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; provided that a maximum of $20,000,000 of aggregate principal amount of such Indebtedness may be incurred by Foreign Subsidiaries that are not Guarantors;

(o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(q) obligations in respect of performance, bid, stay, custom, appeal and surety bonds and other obligations of a like nature and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(r) Permitted Holdco Debt;

(s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(t) Indebtedness in respect of the Senior Subordinated Notes and any Permitted Refinancing thereof; and

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(u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form (subject, in the case of any change of legal form, to any such Subsidiary that is a Guarantor remaining a Guarantor) if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or the Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;

(d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty in form and substance reasonably satisfactory to the Administrative Agent confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement in form and substance

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reasonably satisfactory to the Administrative Agent confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) immediately after giving effect to such merger or consolidation, the Successor Company and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such merger or consolidation had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Successor Company demonstrating such compliance calculation in reasonable detail, and (G) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) if such Restricted Subsidiary is a Loan Party, a Loan Party shall be the continuing or surviving Person, and (ii) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

(f) the Borrower and the Restricted Subsidiaries may consummate the Merger; and

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

SECTION 7.05. Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property (other than Mortgaged Properties) no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

(b) Dispositions of inventory and immaterial assets in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement

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property; provided that to the extent that the property being disposed constituted Collateral, the property being replaced therefor shall be made subject to the Lien of the appropriate Loan Documents in accordance with the provisions hereof;

(d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor or (ii) assuming such transaction constitutes an Investment, such transaction is permitted under Section 7.02 (other than Section 7.02(e));

(e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f) Dispositions of property pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Borrower and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed $50,000,000 and (ii) with respect to such property acquired by the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

(g) Dispositions of Cash Equivalents;

(h) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any material Subsidiary, provided that Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or directly, enter into any ground leases relating to any Mortgaged Property;

(i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (j) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed $50,000,000 and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $500,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (l) and (o) and clauses (i) and (ii) of Section 7.01(u) and 7.01(w) (to the extent such Indebtedness is secured by cash collateral)); provided, however, that for the purposes of this clause (iii), (A) any

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liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; and

(k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Section 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings and the Borrower may declare and make dividend payments or other distributions payable solely in the Equity Interests of Holdings (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) or Borrower (if paid to Holdings);

(c) Restricted Payments made on the Closing Date to consummate the Transaction;

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(d) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);

(e) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee, officer, director or consultant of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee, officer or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director or consultant of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries, in an amount under this clause (f) not to exceed $3,000,000 in any calendar year (with unused amounts in any calendar year being carried over to the two (2) immediately succeeding calendar years); provided that such amount in any calendar year may be increased by an amount not to exceed (1) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) (and to the extent not used to reduce Capital Expenditures pursuant to clause (ix) of the definition thereof or used to make an Investment pursuant to Section 7.02(o) or prepay Junior Financing pursuant to Section 7.13(v) or make Restricted Payments pursuant to Section 7.06(i)), in each case to employees, directors, officers, members of management or consultants of Holdings (or any direct or indirect parent of Holdings) or of its Subsidiaries that occurs after the Closing Date plus (2) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower) or any Borrower or any Restricted Subsidiary after the Closing Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (1) and (2) above in any calendar year) less (3) the amount of any Restricted Payments previously made pursuant to clauses (1) and (2) of this clause (f);

(g) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings;

(i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) federal, state and local income taxes to the extent such income taxes are attributable to the income of the Borrower and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the

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amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer;

(ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;

(iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(f);

(v) to finance any Investment permitted to be made pursuant to Section 7.02 (other than Section 7.02(e)); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(h) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (h), not to exceed $10,000,000;

(i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the

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proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Restricted Payment;

(j) Holdings may make Restricted Payments with the net proceeds of Permitted Holdco Debt; and

(k) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any direct or indirect parent of the Borrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this covenant (as determined in good faith by the Board of Directors of the Borrower).

SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses and the making of any Restricted Payments related to or in connection with the Transaction, (d) the issuance of Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid (including accrued amounts) pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements, defeasance, cancellation, termination or other acquisitions or retirements of Equity Interests permitted under Section 7.06, (g) loans by Holdings, the Borrower and the Restricted Subsidiaries to Holdings, the Borrower or Restricted Subsidiaries or to officers, directors or employees to the extent permitted under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries and not in excess of the amount permitted by Section 7.06(g)(i), (j) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary

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course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment, when taken as a whole, is not adverse to the Lenders in any material respect, (l) dividends, distributions, returns of capital, redemptions and repurchases permitted under Section 7.06, and (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith.

SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto (including the Senior Subordinated Notes Documents and any Permitted Refinancing thereof) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.15, (iii) represent Indebtedness of a Foreign Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03(n), (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (vii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (n) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (viii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (ix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

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SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

SECTION 7.11. Financial Covenants.

(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on June 30, 2006) to be greater than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2006	N/A	8.75:1	8.75:1	8.75:1
2007	8.25:1	8.25:1	8.25:1	8.25:1
2008	7.75:1	7.75:1	7.75:1	7.75:1
2009	7.25:1	7.25:1	7.25:1	7.25:1
2010	6.75:1	6.75:1	6.75:1	6.75:1
2011	6.25:1	6.25:1	6.25:1	6.25:1
2012	6.25:1	6.25:1	6.25:1	6.25:1
2013	6.25:1

(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on June 30, 2006 to be less than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2006	N/A	1.25:1	1.25:1	1.25:1
2007	1.25:1	1.35:1	1.35:1	1.35:1
2008	1.35:1	1.45:1	1.45:1	1.45:1
2009	1.75:1	1.75:1	1.75:1	1.75:1
2010	2.00:1	2.00:1	2.00:1	2.00:1
2011	2.25:1	2.25:1	2.25:1	2.25:1
2012	2.25:1	2.25:1	2.25:1	2.25:1
2013	2.25:1

SECTION 7.12. Accounting Changes. Make any change in fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.13. Prepayments, Etc. of Indebtedness.

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that (subject to applicable subordination

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terms) payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes or any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”), except (i) the refinancing thereof with the Net Cash Proceeds of Permitted Holdco Debt or any other Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed $10,000,000, and (v) so long as no Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Growth Amount immediately prior to the making of such payment.

(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent.

SECTION 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be a non-wholly owned Subsidiary, except (i) as a result of or in connection with a dissolution, liquidation, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor.

SECTION 7.15. Holding Company. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 7, and (v) any transaction that Holdings is permitted to enter into or consummate under this Article 7.

SECTION 7.16. Capital Expenditures.

(a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year:

Fiscal Year	Amount
2006	$	27,500,000
2007	$	17,500,000
2008	$	12,500,000
2009	$	13,500,000
2010	$	13,500,000
2011	$	14,000,000
2012	$	14,500,000
2013	$	15,000,000

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; provided that for each Permitted Acquisition consummated in any fiscal year, the maximum amounts set forth above for such fiscal year and for every fiscal year thereafter shall be increased by an amount equal to 3.0% of the total revenues of the Acquired Entity or Business for such Permitted Acquisition for the last four full fiscal quarters preceding the date of consummation of such Permitted Acquisition as determined in financial statements for the Acquired Entity or Business prepared in accordance with the standards set forth in Section 6.01; provided, further that up to an additional $25,000,000 of Capital Expenditures in the aggregate after the Closing Date may be made to the extent in connection with Projects.

(b) Notwithstanding anything to the contrary contained in clause (a) above, (i) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year (without giving effect to the second proviso to Section 7.16(a)) (the “Permitted Capital Expenditure Amount”), the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the following succeeding fiscal year (with the amount of Capital Expenditures made in such succeeding fiscal year being applied first to the Rollover Amount), (ii) if Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year exceed the sum of (x) the Permitted Capital Expenditure Amount for such fiscal year plus (y) the Rollover Amount available in such fiscal year, if any, an amount equal to 50% of the Permitted Capital Expenditure Amount for the next succeeding fiscal year (each such amount, a “carry-back amount”) may be carried back to the immediately prior fiscal year and utilized to make such Capital Expenditures in such prior fiscal year (it being understood and agreed that (a) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Permitted Capital Expenditure Amount and (b) the portion of the carry-back amount actually utilized in any fiscal year shall be deducted from the Permitted Capital Expenditure Amount in the fiscal year from which it was carried back).

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Borrower) or Article VII; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without

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the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding continues undismissed or unstayed for fourteen (14) calendar days from the commencement; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent

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that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements, and except as to any immaterial portion of Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law.

(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Debt” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

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SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

SECTION 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), the termination value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

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Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

SECTION 8.05. Borrower’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors (including through a contribution to the capital of Holdings or Borrower) and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.11 for such period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

SECTION 9.01. Appointment and Authorization of Agents.

(a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities

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shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact or such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this

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Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

SECTION 9.04. Reliance by Agents.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default

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and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by

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any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 9.08. Agents in their Individual Capacities. Citibank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Citibank were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Citibank or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include Citibank in its individual capacity.

SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a

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successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit or receipt of backstop letters of credit reasonably satisfactory to the Administrative Agent and the L/C Issuer), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Subordinated Notes.

Upon request by the Administrative Agent at any time, the Required Lenders (subject to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

SECTION 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-syndication agent,” “co-documentation agent,” “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

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ARTICLE X

MISCELLANEOUS

SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and that any change to the definition of Total Leverage Ratio or the component definitions thereof shall not constitute a reduction in the amount of interest;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

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(g) amend the definition of “Interest Period” to allow intervals in excess of 6 months without regard to availability to all Lenders without the written consent of each Lender affected thereby;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder or Collateral in a manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”), with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans, shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans, shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans, shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term

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Loans, shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans, than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

SECTION 10.02. Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

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(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cahill Gordon & Reindel llp, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

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SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property currently or formerly owned, leased or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this

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Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

SECTION 10.07. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment during the initial syndication, to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

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(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C) each L/C Issuer at the time of such assignment, provided that no consent of the L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and

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10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation to a Participant pursuant to this Section 10.07(e) shall, as agent of the Borrower solely for the purpose of this sentence, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participation.

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(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall be subject to the limitations and requirements of Section 3.01 as if it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

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(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other

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Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

SECTION 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures

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delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.15. [Reserved].

SECTION 10.16. GOVERNING LAW.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE

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COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent, the Swing Line Lender, the L/C Issuer and each Lender and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

SECTION 10.19. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

SECTION 10.20. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CRC INTERMEDIATE HOLDINGS, INC.
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

S-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CRC HEALTH CORPORATION
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

S-2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION upon effectiveness of the Merger)
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

S-3

CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and Lender
By:	/s/ Aaron Dannenberg
Name:	Aaron Dannenberg
Title:	Vice President

S-4

CITIGROUP GLOBAL MARKETS INC., as Co-Lead Arranger and Joint Bookrunner
By:	/s/ Aaron Dannenberg
Name:	Aaron Dannenberg
Title:	Vice President

S-5

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Documentation Agent
By:	/s/ Michael E. O’Brien
Name:	Michael E. O’Brien
Title:	Director

S-6

MERRILL LYNCH CAPITAL CORPORATION, as Lender
By:	/s/ Michael E. O’Brien
Name:	Michael E. O’Brien
Title:	Vice President

S-7

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Co-Documentation Agent and Lender
By:	/s/ David Dodd
Name:	David Dodd
Title:	Vice President
By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Associate

S-8

JPMORGAN CHASE BANK, N.A., as Syndication Agent and Lender
By:	/s/ Barbara R. Marks
Name:	Barbara R. Marks
Title:	Vice President

S-9

ING CAPITAL LLC, as a Lender
By:	/s/ Darren J. Wells
Name:	Darren J. Wells
Title:	Managing Director

S-10

Madison Capital Funding LLC, as a Lender
By:	/s/ Craig H. Lacy
Name:	Craig H. Lacy
Title:	Managing Director

S-11

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:	/s/ John Dale
Name:	John Dale
Title:	Its Duly Authorized Signatory

S-12

THE NORINCHUKIN TRUST AND BANKING CO., LTD., acting as Trustee for Trust Account No. 430000-94, as a Lender
By:	/s/ Seiji Kuramoto
Name:	Seiji Kuramoto
Title:	Chief Manager

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CIT HEALTHCARE LLC, as a Lender
By:	/s/ Dennis Zinkand
Name:	Dennis Zinkand
Title:	Director

S-14

SOCIETE GENERALE, as a Lender
By:	/s/ Guillaume Dovillers
Name:	Guillaume Dovillers
Title:	Director

S-15

EX-10.2

Exhibit 10.2

EXECUTION COPY

SECURITY AGREEMENT

dated as of

February 6, 2006

among

CRC HEALTH GROUP, INC.

(to be renamed CRC HEALTH CORPORATION)

CRC INTERMEDIATE HOLDINGS, INC.

THE SUBSIDIARIES IDENTIFIED HEREIN

and

CITIBANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01.	Credit Agreement	1
SECTION 1.02.	Other Defined Terms	1
SECTION 1.03.	Perfection Certificate	4
ARTICLE II
Pledge of Securities
SECTION 2.01.	Pledge	4
SECTION 2.02.	Delivery of the Pledged Collateral	5
SECTION 2.03.	Representations, Warranties and Covenants	6
SECTION 2.04.	Certification of Limited Liability Company and Limited Partnership Interests	7
SECTION 2.05.	Registration in Nominee Name; Denominations	7
SECTION 2.06.	Voting Rights; Dividends and Interest	7
ARTICLE III
Security Interests in Personal Property
SECTION 3.01.	Security Interest	9
SECTION 3.02.	Representations and Warranties	12
SECTION 3.03.	Covenants	13
SECTION 3.04.	Other Actions	14
ARTICLE IV
Certain Provisions Concerning Intellectual
Property Collateral
SECTION 4.01.	Grant of License to Use Intellectual Property	16
SECTION 4.02.	Protection of Collateral Agent’s Security	16
SECTION 4.03.	After-Acquired Property	17
ARTICLE V
Remedies
SECTION 5.01.	Remedies Upon Default	17
SECTION 5.02.	Application of Proceeds	19

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ARTICLE VI
Indemnity, Subrogation and Subordination
SECTION 6.01.	Indemnity	20
SECTION 6.02.	Contribution and Subrogation	20
SECTION 6.03.	Subordination	21
ARTICLE VII
Miscellaneous
SECTION 7.01.	Notices	21
SECTION 7.02.	Waivers; Amendment	21
SECTION 7.03.	Collateral Agent’s Fees and Expenses; Indemnification	22
SECTION 7.04.	Successors and Assigns	22
SECTION 7.05.	Survival of Agreement	23
SECTION 7.06.	Counterparts; Effectiveness; Several Agreement	23
SECTION 7.07.	Severability	23
SECTION 7.08.	Right of Set-Off	23
SECTION 7.09.	Governing Law; Jurisdiction; Consent to Service of Process	24
SECTION 7.10.	WAIVER OF JURY TRIAL	25
SECTION 7.11.	Headings	25
SECTION 7.12.	Security Interest Absolute	25
SECTION 7.13.	Termination or Release	25
SECTION 7.14.	Additional Restricted Subsidiaries	26
SECTION 7.15.	Collateral Agent Appointed Attorney-in-Fact	26
SECTION 7.16.	General Authority of the Collateral Agent	27

Schedules
Schedule I	Subsidiary Parties
Schedule II	Pledged Equity; Pledged Debt; Intellectual Property
Exhibits
Exhibit I	Form of Security Agreement Supplement
Exhibit II	Form of Trademark Security Agreement

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SECURITY AGREEMENT dated as of February 6, 2006 among CRC INTERMEDIATE HOLDINGS, INC. (“Holdings”), CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION) (the “Borrower”), the Subsidiaries of the Borrower identified herein and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

Reference is made to the Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders from time to time party thereto, 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. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement.

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Agreement” means this Security Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Claiming Party” has the meaning assigned to such term in Section 6.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Contributing Party” has the meaning assigned to such term in Section 6.02.

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“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by or assigned to any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, whether registered or unregistered and whether published or unpublished, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“General Intangibles” means all “general intangibles” as such term is defined in the New York UCC, and in any event shall include choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, as the case may be, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor.

“Grantor” means each of Holdings, Borrower and each Subsidiary Party.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

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“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule II.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II, and (b) (i) rights and privileges arising under applicable law with respect to such Grantor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all Pledged Equity, Pledged Debt and all other certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Subsidiary Parties” means (i) the Restricted Subsidiaries identified on Schedule I and (ii) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

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“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, slogans, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, whether registered or unregistered, now existing or hereafter adopted, acquired or assigned to, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II together with (b) any and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit II hereto.

SECTION 1.03. Perfection Certificate. The Collateral Agent and each Grantor agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

Pledge of Securities

SECTION 2.01. Pledge.

As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under

(i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of any Subsidiary of a Foreign Subsidiary and (C) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower;

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(ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”);

(iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01;

(iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above;

(v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and

(vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral.

(a) Each Grantor agrees promptly (but in any event within 30 days after receipt thereof by such Grantor) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all (i) Pledged Equity, (ii) and in the case of Pledged Debt, to the extent required to be delivered pursuant to paragraph (b) of this Section 2.02 and (iii) any other Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated).

(b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $250,000 owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof.

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment (if appropriate) duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

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SECTION 2.03. Representations, Warranties and Covenants. Each of the undersigned jointly and severally represent, warrant and covenant, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder;

(b) the Pledged Equity issued by the Borrower or a Subsidiary and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of such Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;

(c) except for the security interests granted hereunder, and subject to any transfers made in compliance with the Credit Agreement, each of the Grantors (i) is the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than transfers made in accordance with the Credit Agreement and Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however, arising, of all Persons whomsoever;

(d) except for (i) restrictions and limitations imposed by the Loan Documents or securities laws generally, (ii) applicable laws requiring approval by governmental authorities as a condition to any person or entity other than a licensed health care provider owning any of the Pledged Equity issued by a person that owns or operates a licensed health care facility, (iii) in the case of Pledged Equity of persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of such equity and (iv) except as described in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

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(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent for the benefit of the Secured Parties will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations subject to Liens permitted by Section 7.01 of the Credit Agreement; and

(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (subject to applicable laws requiring approval by governmental authorities as a condition to any person or entity other than a licensed health care provider owning any of the Pledged Equity issued by a person that owns or operates a licensed health care facility) (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, in the case of Pledged Securities of persons that are not Subsidiaries, to the extent permitted by the documentation governing such Pledged Securities.

SECTION 2.06. Voting Rights; Dividends and Interest.

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part

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thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay

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to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then (subject to applicable laws requiring approval by governmental authorities as a condition to any person or entity other than a licensed health care provider owning any of the Pledged Equity issued by a person that owns or operates a licensed health care facility) all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

(d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest.

(a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

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(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment, Goods and Fixtures;

(v) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Intellectual Property Collateral;

(x) all Investment Property;

(xi) all Supporting Obligations;

(xii) all Money and all Deposit Accounts;

(xiii) all books and records pertaining to the Article 9 Collateral;

(xiv) all Letters of Credit and Letter-of-Credit Rights; and

(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (C) any Equipment that is subject to a purchase money lien or a capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease validly prohibits such Equipment to be subject to the Security Interest created hereby, or (D) any General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, or other such rights of a Grantor if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, or other such rights in favor of a third party or under any law, regulation, permit, order, judgment or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations or such Grantor’s rights thereunder,

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provided however, that the limitation set forth in clause (D) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto or continuation statements without the signature of the Grantor in respect thereof that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

(d) Each Grantor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including the Trademark Security Agreement, or other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor, and naming such Grantor, as debtor, and the Collateral Agent, as secured party.

(e) Notwithstanding anything to the contrary herein, (i) no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in money and Investment Property) by any means other than by (A) filings pursuant to the Uniform Commercial Code of the relevant State(s), (B) filings approved by the United States government offices with respect to Intellectual Property or (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, and (ii) no Grantor shall be required to perfect the Security Interests granted by this Security Agreement in any Deposit Account or Securities Account.

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SECTION 3.02. Representations and Warranties. Each of the undersigned jointly and severally represent and warrant, to the Collateral Agent and the Secured Parties that:

(a) Subject to Liens permitted by Section 7.01 of the Credit Agreement, each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material aspects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions in such offices, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form of Exhibit II hereto and containing a description of all registered United States Trademarks has been delivered to the Collateral Agent for recording in the United States Patent and Trademark Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all such United States Trademarks in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Intellectual Property Collateral acquired or developed after the date hereof and any necessary continuation statements).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (ii) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement

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(or the Trademark Security Agreement) with the United States Patent and Trademark Office within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. Section 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security Interest is (to the extent such Security Interest can be perfected by filing) and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and assignments expressly permitted by the Credit Agreement.

SECTION 3.03. Covenants.

(a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in corporate name of any Grantor, (ii) in the type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(b), 1(c) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c).

(d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further

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instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $250,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which is in excess of $250,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the applicable Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 3.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $250,000, such

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Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) subject to applicable laws requiring approval by governmental authorities as a condition to any person or entity other than a licensed health care provider owning any equity securities issued by a person that owns or operates a licensed health care facility, arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

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ARTICLE IV

Certain Provisions Concerning Intellectual

Property Collateral

SECTION 4.01. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Security Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 4.02. Protection of Collateral Agent’s Security. (a) Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

(b) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

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(c) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

(d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.

(e) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

SECTION 4.03. After-Acquired Property. Once every fiscal quarter of the Borrower, with respect to issued or registered Patents or Trademarks, and once every quarter, with respect to registered Copyrights, each Grantor shall sign and deliver to the Administrative Agent an appropriate Security Agreement Supplement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Security Agreement Supplement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

ARTICLE V

Remedies

SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law (subject to applicable laws requiring approval by governmental authorities as a condition to any person or entity other than a licensed health care provider owning any of the Pledged Equity issued by a person that owns or operates a licensed health care facility and except to the extent prohibited by law with respect to Collateral consisting of Medicare and Medicaid receivables) and also may, subject to the foregoing limitations in the preceding parenthetical, (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent (subject to confidentiality agreements required by applicable law; provided, that (i) each Grantor shall use reasonable best efforts to provide such information consistent with such confidentiality requirements including, without limitation, pursuant to regulations that may permit disclosure under its health care operations (under and as defined in HIPAA) subject to the HIPAA minimum necessary requirement and (ii) to the extent that any Grantor is a “covered entity” under

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HIPAA, none of them shall by contract prohibit disclosure by any of the other of them to the Collateral Agent that is not otherwise prohibited by HIPAA) at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or,

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to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 5.02. Application of Proceeds.

(a) The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

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SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(b) In making the determination and allocations required by this Section 5.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 5.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to them.

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 6.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming

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Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 7.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 6.03. Subordination.

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 7.02. Waivers; Amendment.

(a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender to exercise any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such a right, remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer

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may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 7.03. Collateral Agent’s Fees and Expenses; Indemnification.

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, penalties, demands, actions, judgments, suits, costs, disbursements and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, obligations, penalties, demands, actions, judgments, suits, costs, disbursements or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 shall be payable within 10 days of written demand therefor.

SECTION 7.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

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SECTION 7.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding (except if such Letter of Credit is cash collateralized or subject to a backstop letter of credit reasonably satisfactory to the Administrative Agent and the LC Issuer) and so long as the Commitments have not expired or terminated.

SECTION 7.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute a single contract. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be as effective as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties 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 7.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply

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any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii) of the Credit Agreement.

SECTION 7.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 7.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 7.13. Termination or Release.

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is cash collateralized or subject to a backstop letter of credit reasonably satisfactory to the Administrative Agent and the LC Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

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(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 7.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 7.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (except that, to the extent prohibited by applicable law, the funds received from Medicare and Medicaid may not be received by the Collateral Agent hereunder but shall otherwise be required to be paid over only after deposit (and the Grantor shall be required to make such deposit) in an account under the control of the Grantor) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any

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and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

SECTION 7.16. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC HEALTH CORPORATION
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC HEALTH GROUP, INC. (to be renamed CRC HEALTH CORPORATION upon effectiveness of the Merger)
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC INTERMEDIATE HOLDINGS, INC.
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

CITIBANK, N.A., as Collateral Agent,
By:	/s/ Aaron Dannenberg
Name:	Aaron Dannenberg
Title:	Vice President

[Signature Page to Security Agreement]

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 RECOVERY, 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:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

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

[Signature Page to Security Agreement]

SAN DIEGO TREATMENT SERVICES
By:	Jayco Administration, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By:	Treatment Associates, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

CALIFORNIA TREATMENT SERVICES
By:	Jayco Administration, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By:	Treatment Associates, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

MILWAUKEE HEALTH SERVICES SYSTEM
By:	WCHS, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By:	Coral Health Services, Inc.
Its:	Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

THE CAMP RECOVERY CENTERS, L.P.
By:	CRC Recovery, Inc.
Its:	General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By:	CRC Health Corporation
Its:	Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

STONEHEDGE CONVALESCENT CENTER LIMITED PARTNERSHIP
By:	Stonehedge Convalescent Center, Inc.
Its:	General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By:	Comprehensive Addiction Programs, Inc.
Its:	Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

[Signature Page to Security Agreement]

Exhibit I to the

Security Agreement

SUPPLEMENT NO.              dated as of [•], to the Security Agreement dated as of February 6, 2006 among CRC HEALTH CORPORATION, a Delaware corporation (f/k/a CRC HEALTH GROUP, INC.) (the “Borrower”), CRC INTERMEDIATE HOLDINGS, INC. (“Holdings”), and the Subsidiaries of the Borrower identified therein and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

A. Reference is made to the Credit Agreement dated as of February 6, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders from time to time party thereto, 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 Security Agreement referred to therein.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 7.14 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Security 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 Security 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 Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 7.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Security 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 Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral 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 one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute a single contract. Delivery by telecopier of an executed counterpart of a signature page to this Supplement shall be as effective as delivery of an original executed counterpart of this Supplement. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such New Subsidiary and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such New Subsidiary, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that the New Subsidiary shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by the Security Agreement or the Credit Agreement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties 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 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Collateral 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 Collateral Agent.

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

[NAME OF NEW SUBSIDIARY],

By:

Name:

Title:

Legal Name:

Jurisdiction of Formation:

Location of Chief Executive office:

CITIBANK, N.A.,

as Collateral Agent

By:

Name:

Title:

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EX-10.3

Exhibit 10.3

EXECUTION COPY

GUARANTEE AGREEMENT

dated as of

February 6, 2006,

Among

CRC HEALTH GROUP, INC.

(to be renamed CRC HEALTH CORPORATION)

CRC INTERMEDIATE HOLDINGS, INC.

THE SUBSIDIARIES IDENTIFIED HEREIN

and

CITIBANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions
SECTION 1.01.	Credit Agreement	3
SECTION 1.02.	Other Defined Terms	3
	ARTICLE II
	Guarantee
SECTION 2.01.	Guarantee	4
SECTION 2.02.	Guarantee of Payment	4
SECTION 2.03.	No Limitations	4
SECTION 2.04.	Reinstatement	5
SECTION 2.05.	Agreement To Pay; Subrogation	5
SECTION 2.06.	Information	5
	ARTICLE III
	Indemnity, Subrogation and Subordination
SECTION 3.01.	Indemnity and Subrogation	6
SECTION 3.02.	Contribution and Subrogation	6
SECTION 3.03.	Subordination	6
	ARTICLE IV
	Miscellaneous
SECTION 4.01.	Notices	6
SECTION 4.02.	Waivers; Amendment	7
SECTION 4.03.	Administrative Agent’s Fees and Expenses; Indemnification	7
SECTION 4.04.	Successors and Assigns	8
SECTION 4.05.	Survival of Agreement	8
SECTION 4.06.	Counterparts; Effectiveness; Several Agreement	8
SECTION 4.07.	Severability	8
SECTION 4.08.	Right of Set-Off	9
SECTION 4.09.	Governing Law; Jurisdiction; Consent to Service of Process	9
SECTION 4.10.	WAIVER OF JURY TRIAL	10
SECTION 4.11.	Headings	10
SECTION 4.12.	Security Interest Absolute	10
SECTION 4.13.	Termination or Release	10
SECTION 4.14.	Additional Restricted Subsidiaries	11
Schedules
Schedule I         Subsidiary Parties
Exhibits
Exhibit I             Form of Guarantee Agreement Supplement

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GUARANTEE AGREEMENT dated as of February 6, 2006 among CRC INTERMEDIATE HOLDINGS, INC. (“Holdings”), the Subsidiaries of the Borrower (as defined below) identified herein and CITIBANK, N.A., as Administrative Agent.

Reference is made to the Credit Agreement dated as of February 6, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, CRC HEALTH GROUP, INC., a Delaware corporation (to be renamed CRC HEALTH CORPORATION) (the “Borrower”), the lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“Agreement” means this Guarantee Agreement.

“Claiming Party” has the meaning assigned to such term in Section 3.02.

“Contributing Party” has the meaning assigned to such term in Section 3.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Guarantor” means Holdings and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary.

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“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

ARTICLE II

Guarantee

SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person.

SECTION 2.03. No Limitations

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent (as defined in the Security Agreement) or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof

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in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower any other Loan Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s, financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Indemnity, Subrogation and Subordination

SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 3.03. Subordination

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE IV

Miscellaneous

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in

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Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 4.02. Waivers; Amendment

(a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification

(a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the Guarantors agree to indemnify the Administrative Agent and the other Indemnities (as defined in Section 10.05 of the Credit Agreement) from and against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with the Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

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(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 Business Days of written demand therefor.

SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision

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in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties 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 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

SECTION 4.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS

(A) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

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SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY

SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.

SECTION 4.13. Termination or Release

(a) This Agreement and the Guarantees made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (other than L/C Obligations that have been fully cash collateralized or supported by a backstop letter of credit in form and substance satisfactory to the Administrative Agent) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

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(c) In connection with any termination or release pursuant to paragraph (a), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent.

SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Borrower that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC INTERMEDIATE HOLDINGS, INC.
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC HEALTH GROUP, INC.
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CRC HEALTH CORPORATION
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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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 RECOVERY, 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:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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

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SAN DIEGO TREATMENT SERVICES
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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CALIFORNIA TREATMENT SERVICES
By: Jayco Administration, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Treatment Associates, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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MILWAUKEE HEALTH SERVICES SYSTEM
By: WCHS, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Coral Health Services, Inc.
Its: Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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THE CAMP RECOVERY CENTERS, L.P.
By: CRC Recovery, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: CRC Health Corporation
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

S-9

STONEHEDGE CONVALESCENT CENTER LIMITED PARTNERSHIP
By: Stonehedge Convalescent Center, Inc.
Its: General Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer
By: Comprehensive Addiction Programs, Inc.
Its: Limited Partner
By:	/s/ Kevin Hogge
Name:	Kevin Hogge
Title:	Chief Financial Officer

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CITIBANK, N.A., as Administrative Agent
By:	/s/ Aaron Dannenberg
Name:	Aaron Dannenberg
Title:	Vice President

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Schedule I to

the Guarantee Agreement

SUBSIDIARY PARTIES

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.

California Treatment Services

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 Corporation

CRC Recovery, Inc.

East Indiana Treatment Center, Inc.

eGetgoing, 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.

Milwaukee Health Services System

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

San Diego Treatment Services

Sheltered Living Incorporated

Sierra Tucson Inc.

Southern Indiana Treatment Center, Inc.

Southern West Virginia Treatment Center, Inc.

Southwest Illinois Treatment Center, Inc.

Stonehedge Convalescent Center, Inc.

Stonehedge Convalescent Center, Limited Partnership

The Camp Recovery Centers L.P.

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.

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Exhibit I to the

Guarantee Agreement

SUPPLEMENT NO. __ dated as of [•], to the Guarantee Agreement dated as of February 6, 2006, among CRC INTERMEDIATE HOLDINGS, 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, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CRC Intermediate Holdings, a Delaware corporation (“Holdings”), CRC Health Group, Inc.(to be renamed 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.

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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.

[NAME OF NEW SUBSIDIARY],

By:

Name:

Title:

CITIBANK, N.A., as Administrative Agent

By:

Name:

Title:

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EX-10.4

Exhibit 10.4

Execution Version

MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of February 6, 2006 by and among CRCA Holdings, Inc., a Delaware corporation (“Holdings”), CRC Intermediate Holdings, Inc., a Delaware Corporation (“Intermediate Holdings”), CRCA Merger Corporation, a Delaware corporation (the “MergerCo” and, collectively with Holdings and Intermediate Holdings, the “CRC Companies”) and Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”).

RECITALS

WHEREAS, each of Holdings, Intermediate Holdings and MergerCo has been formed for the purpose of engaging in a transaction in which MergerCo will be merged with and into CRC Health Group, Inc. (the “Company”, with the Company surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between the Company, Holdings and MergerCo dated as of October 8, 2005 (the “Merger Agreement”);

WHEREAS, to enable MergerCo to engage in the Merger and related transactions, Bain provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the “Financial Advisory Services”); and

WHEREAS, the CRC Companies desire to retain Bain to provide certain management, consulting and advisory services to the CRC Companies, and Bain is willing to provide such services on the terms set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services. Bain hereby agrees that, during the term of this Agreement (the “Term”), it will provide the following consulting and management advisory services to the CRC Companies:

(a) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the CRC Companies with financing from banks or other financial institutions or other entities on terms and conditions satisfactory to the CRC Companies;

(b) financial, managerial and operational advice in connection with the CRC Companies’ day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Company and its subsidiaries; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as Bain and the CRC Companies may from time to time agree in writing.

Bain will devote such time and efforts to the performance of services contemplated hereby as Bain deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain on a weekly, monthly, annual or other basis. The CRC Companies acknowledge that Bain’s services are not exclusive and that Bain will render similar services to other persons and entities. Bain and the CRC Companies understand that the CRC Companies may, at times, engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by Bain under this Agreement. In providing services to the CRC Companies, Bain will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that neither Bain, on the one hand, nor the CRC Companies, on the other, has the right or ability to contract for or on behalf of each other or to effect any transaction for each other’s account.

2. Payment of Fees.

(a) The CRC Companies will, jointly and severally pay to Bain (or an affiliate of Bain designated by it) in consideration of Bain providing the Financial Advisory Services a fee in the amount of $7,200,000, such fee being payable upon the closing of the Merger, and will reimburse Bain for any and all expenses incurred through the closing of the Merger or otherwise on behalf of the CRC Companies, such fees and expenses being payable upon the closing of the Merger or, if the Merger is not consummated, promptly after the time the CRC Companies have abandoned the Merger;

(b) During the Term, the CRC Companies will jointly and severally pay to Bain (or an affiliate of Bain designated by it) an annual management fee in exchange for the ongoing management services provided by Bain under this Agreement, such fee being payable quarterly in advance on or prior to the first day of each calendar quarter beginning on each January 1, April 1, July 1 and October 1, the first such payment to be made by wire transfer on February 6, 2006 for the pro-rated amount of such management fee for the time from February 6, 2006 through March 31, 2006. The annual management fee will be $2,000,000.

(c) During the Term, Bain will advise the CRC Companies in connection with debt or equity financing, acquisition, disposition and change of control transactions (however structured) by the CRC Companies or any of their direct or indirect subsidiaries (however structured), and the CRC Companies will, for each transaction which has a gross transaction value of at least $50,000,000, jointly and severally pay to Bain (or an affiliate of Bain designated by it) a fee in connection therewith equal to one percent (1%) of the gross transaction value (including cash purchase price paid and all liabilities assumed or otherwise included in the transaction) of such transaction of which it is a part, such fee to be due and payable for the foregoing

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services at the closing of such transaction, and in the case of financing transactions whether or not any such financing is actually committed or drawn upon.

Each payment made pursuant to this Section 2 will be paid by wire transfer of immediately available federal funds to the account specified on Schedule 1 hereto, or to such other account(s) as Bain may specify to the CRC Companies in writing prior to such payment.

3. Term. This Agreement will continue in full force and effect until February 6, 2011; provided that this Agreement shall be automatically extended each February 6 for an additional year unless the CRC Companies or Bain provide written notice of their desire not to automatically extend the term of this Agreement to the other parties hereto at least 90 days prior to such February 6; provided, however, that (a) either party may terminate this Agreement following a material breach of the terms of this Agreement by the other party hereto and a failure to cure such breach within 30 days following written notice thereof and (b) Bain may terminate this Agreement upon not less than 10 days written notice to the CRC Companies; and provided further, that each of (x) the obligations of the CRC Companies under Section 4 below and the provisions of Section 5(b) below (whether in respect of or relating to services rendered prior to termination of this Agreement or in respect of or relating to any services provided after termination of this Agreement), (y) any and all accrued and unpaid obligations of the CRC Companies owed under Section 2 above and (z) the provisions of Section 8 will all survive any termination of this Agreement to the maximum extent permitted under applicable law. In the event of a termination of this Agreement, in addition to the obligations set forth in the previous sentence, the CRC Companies will, jointly and severally pay to Bain (or an affiliate of Bain designated by it) the sum of the net present values (using discount rates equal to the then yield on U.S. Treasury Securities of like maturity) of the annual management fees that would have been payable pursuant to Section 2(b) with respect to the period from the date of termination until the expiration date in effect immediately prior to such termination.

4. Expenses; Indemnification.

(a) Expenses. The CRC Companies will jointly and severally pay on demand all expenses incurred by Bain and those certain funds affiliated with or advised by Bain or its affiliates who are providing equity financing to Holdings to help effectuate the Merger (such funds the “Bain Funds” and their investments the “Equity Investments”) (or any of them) (i) in connection with this Agreement, the Merger or any related transactions, (ii) relating to operations of, or services provided by Bain to, the CRC Companies or any of their affiliates from time to time or (iii) otherwise in any way relating to the CRC Companies or in any way relating to, or arising out of, the equity investments or the ownership thereof by any Bain Fund. Without limiting the generality of the foregoing, the CRC Companies jointly and severally agree to pay on demand all expenses incurred by Bain and the Bain Funds (or any of them) in connection with, or relating to, (x) the preparation, negotiation and execution of this Agreement and any other agreement executed in connection with, or related to, this Agreement, the Merger, the financing of the Merger, Equity Investments or the consummation of the transactions contemplated hereby and thereby or (y) any and all amendments, modifications, restructurings and waivers, and exercises and preservations of rights and remedies relating to any of the foregoing, and in each case

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will specifically include the fees and disbursements of counsel, accountants, consultants or advisors retained by Bain, the Bain Funds or their respective consultants or advisors and any out-of-pocket expenses incurred by Bain in connection with the provision of services to the CRC Companies from time to time or the attendance at any meeting of the managers or board of directors (or any committee thereof) of any of the CRC Companies or any of their affiliates.

(b) Indemnity and Liability. The CRC Companies hereby jointly and severally indemnify and agree to exonerate and hold each of Bain, each Bain Fund, and each of their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses in connection therewith, including without limitation reasonable attorneys’ fees and expenses (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to (i) this Agreement, the Acquisition, the Equity Investments or the ownership thereof by any Bain Fund or any related transactions or (ii) operations of, or services provided by Bain to, any CRC Company or any affiliate of any CRC Company from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the CRC Companies or any of their accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence, willful misconduct or bad faith, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, each CRC Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. None of the Indemnitees will be liable to the CRC Companies or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

5. Disclaimer and Limitation of Liability; Opportunities.

(a) Disclaimer; Standard of Care. Bain makes no representations or warranties, express or implied, in respect of the services to be provided by it hereunder. In no event will Bain or any of the Indemnitees be liable to any of the CRC Companies or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or bad faith of Bain as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities. In recognition that Bain and its affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which Bain or its affiliates may serve as an advisor, a director or in some other capacity, and in recognition that Bain and its affiliates have myriad duties to various investors and partners, and in anticipation that

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the CRC Companies and Bain (or one or more affiliates, associated investment funds or portfolio companies, or clients of Bain) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the CRC Companies hereunder and in recognition of the difficulties that may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5(b) are set forth to regulate, define and guide the conduct of certain affairs of the CRC Companies as they may involve Bain. Except as Bain may otherwise agree in writing after the date hereof:

(i) Bain and its affiliates will have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the CRC Companies and their subsidiaries, (B) to directly or indirectly do business with any client or customer of any of the CRC Companies and their subsidiaries, (C) to take any other action that Bain believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 5(b), and (D) not to present potential transactions, matters or business opportunities to any of the CRC Companies or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(ii) Bain and its officers, employees, partners, members, other clients, affiliates and other associated entities will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the CRC Companies or any of their affiliates or to refrain from any action specified in Section 5(b)(i), and the CRC Companies on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require Bain or any of its affiliates to act in a manner inconsistent with the provisions of this Section 5(b).

(iii) Neither Bain nor any officer, director, employee, partner, member, stockholder, affiliate or associated entity thereof will be liable to the CRC Companies or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(b) or of any such person’s participation therein.

(c) Limitation of Liability. In no event will Bain or any of its affiliates be liable to the CRC Companies or any of their affiliates for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to the services to be provided by Bain hereunder.

6. Assignment, etc. Except as provided below, no party hereto has the right to assign this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, (a) Bain may assign all or part of its rights and obligations hereunder to any affiliate

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of Bain that provides services similar to those called for by this Agreement, in which event Bain will be released of all of its rights and obligations hereunder and (b) the provisions hereof for the benefit of the Bain Funds will inure to the benefit of their successors and assigns.

7. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this Agreement will be effective, unless in writing and executed by each of Bain and the CRC Companies. No waiver on any one occasion will extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy will constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

8. Governing Law; Jurisdiction.

(a) Choice of Law. This Agreement and all matters arising under or related to this Agreement will be governed by and construed in accordance with the domestic substantive laws of The State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b) Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of, based upon or relating to this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts of The State of New York. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts in The State of New York for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard will be deemed to be included in clause (i) above. Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of The State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim

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that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 8 will not restrict the ability of any party to enforce in any court any judgment obtained in a federal or state court of The State of New York.

(c) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY EACH OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8(C) CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY OF THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

10. Notice. All notices, demands, and communications required or permitted under this Agreement will be in writing and will be effective if served upon such other party and such other party’s copied persons as specified below to the address set forth for it below (or to such other address as such party will have specified by notice to each other party) if (i) delivered personally, (ii) sent and received by facsimile or (iii) sent by certified or registered mail or by Federal Express, DHL, UPS or any other comparably reputable overnight courier service, postage prepaid, to the appropriate address as follows:

If to the CRC Companies, or any of them, to them at:

CRC Health Group, Inc.

20400 Stevens Creek Blvd.

Suite 600

Cupertino, CA 95014

Facsimile: (408) 367-0037

Attention: Dr. Barry Karlin, President and CEO

with a copy to:

DLA Piper Rudnick Gray Gary US, LLP

2000 University Avenue

East Palo Alto, CA 94303

Attention: Bruce Schaeffer

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If to Bain, to it:

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2010

Attention: John Connaughton

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617)951-7050

Attention: Alfred O Rose, Esq.

Unless otherwise specified herein, such notices or other communications will be deemed effective, (a) on the date received, if personally delivered or sent by facsimile during normal business hours, (b) on the business day after being received if sent by facsimile other than during normal business hours, (c) one business day after being sent by Federal Express, DHL or UPS or other comparably reputable delivery service and (d) five business days after being sent by registered or certified mail.

11. Severability. If in any judicial or arbitral proceedings a court or arbitrator refuses to enforce any provision of this Agreement, then such unenforceable provision will be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced. To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof is found to be invalid or unenforceable, such provision will be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

12. Third Party Beneficiaries. The Indemnitees are intended to be third party beneficiaries of this Agreement.

13. Counterparts. This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which together will constitute one and the same agreement.

[The remainder of this page is intentionally left blank. Signatures follow.]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

THE CRC COMPANIES:	CRCA HOLDINGS, INC.
	By:	/s/ Chris Gordon
		Name:	Chris Gordon
		Title:	Vice President
	CRC INTERMEDIATE HOLDINGS, INC.
	By:	/s/ Chris Gordon
		Name:	Chris Gordon
		Title:	Vice President
	CRCA MERGER CORPORATION
	By:	/s/ Chris Gordon
		Name:	Chris Gordon
		Title:	Vice President
BAIN:	BAIN CAPITAL PARTNERS, LLC
	By:	Bain Capital LLC, its sole member
	By:	/s/ John Connaughton
		Name:	John Connaughton
		Title:	Managing Director

Signature Page to Management Agreement

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 6th day of February, 2006, by and between CRC Health Group, Inc., a Delaware corporation (the “Company”), CRC Health Corporation, a Delaware corporation (the “OpCo”) and Barry Karlin (“Executive”).

W I T N E S S E T H :

WHEREAS, the Executive was previously employed under the terms of an Employment Agreement dated August 23, 2002 by CRC Holding Corporation, one of OpCo’s Affiliates (“Prior Employment Agreement”).

WHEREAS, as a result of two mergers that became effective on the date hereof, the Company (which was formerly known as CRCA Holdings, Inc) acquired and is the indirect parent company of the OpCo (which was formerly known as CRC Health Group, Inc.).

WHEREAS, the parties hereto agree that the Prior Employment Agreement is now cancelled.

WHEREAS, the Company and OpCo desire to employ Executive as the Chairman and Chief Executive Officer of the Company and OpCo and Executive desires to accept such employment, in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

Section 1. Agreement to Employ; No Conflicts

Upon the terms and subject to the conditions of this Agreement, the Company and OpCo hereby employ Executive, and Executive hereby accepts employment with the Company and OpCo. Executive represents that (a) he is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound, (b) he has not violated, and in connection with his employment with the Company and OpCo will not violate, any non-solicitation or other similar covenant or agreement by which he is or may be bound, and (c) in connection with his employment with the Company and OpCo he will not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer.

Section 2. Term; Position and Responsibilities

(a) Term of Employment. Unless Executive’s employment shall sooner terminate pursuant to Section 7, the Company and OpCo shall employ Executive for a term commencing on the date hereof (the “Commencement Date”) and ending on the third anniversary thereof (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions, for an additional period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless, at least sixty (60) days prior to the expiration of the Initial Term or such Additional Term, either party hereto shall have notified the other party hereto in writing that such extension shall not take effect. The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”

(b) Position and Responsibilities. During the Employment Period, Executive shall serve as Chairman and Chief Executive Officer of the Company and OpCo. The Executive shall have such duties and responsibilities as are customarily assigned to individuals serving in such position, including without limitation duties and responsibilities with regard to the Company’s subsidiaries, and such other duties consistent with Executive’s title and position as the Board of Directors of the Company (the “Board”) specifies from time to time. Executive shall devote all of his skill, knowledge and business time to the conscientious performance of the duties and responsibilities of such position, except for vacation time as set forth in Section 6(c), absence for sickness or similar disability and time spent performing services for any charitable, religious or community organizations, so long as such services do not materially interfere with the performance of Executive’s duties hereunder. Executive may act as a director for other companies, so long as his duties as an outside director do not materially interfere with Executive’s duties hereunder and subject to the prior consent of the Board (such consent not to be unreasonably withheld).

Section 3. Base Salary

As compensation for the services to be performed by Executive during the Employment Period, OpCo shall pay Executive a base salary at an annualized rate of Five Hundred and Seventy Five Thousand Dollars ($575,000), payable in installments on OpCo’s regular payroll dates (but no less frequently than monthly). The Board shall review Executive’s base salary annually during the Employment Period and, in its sole discretion, may increase such base salary from time to time. The annual base salary payable to Executive under this Section 3, as the same may be increased from time to time, shall hereinafter be referred to as the “Base Salary.”

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Section 4. Incentive Compensation

(a) Cash Bonus. The Executive shall be eligible to receive an annual lump-sum performance incentive bonus (“Cash Bonus”) from OpCo based on his Base Salary in effect for the completed year. The Cash Bonus shall be paid in the event the Company achieves the EBITDA or alternative operating metric determined in advance by the compensation committee of the Board (the “Compensation Committee”) under the annual budget approved by the Board, as such budget may be amended by the Board during such year to reflect the Company’s acquisitions during the year (the “Bonus Target”). In the event that an alternative operating metric other than EBITDA is used, such metric shall be determined by the Compensation Committee in consultation with the Executive. The amount of the Cash Bonus shall be determined as follows:

(i) If the Company achieves less than or equal to 90% of the Bonus Target during a year, then the Executive’s Cash Bonus with respect to such year shall be zero.

(ii) If the Company achieves at least 90% but less than 100% of the Bonus Target during a year, the Cash Bonus shall be a percentage of the Base Salary during such year equal to the product of (i) ten multiplied by (ii) the difference between (A) the percentage of the Bonus Target actually achieved for such year and (B) 90%.

(iii) If the Company achieves at least 100% but less than 110% of the Bonus Target during a year, the Cash Bonus shall be equal to a percentage of the Base Salary during such year equal to (i) 150% minus (ii) the product of (A) five multiplied by (B) the difference between (1) 110% and (2) the percentage of the Bonus Target actually achieved for such year.

(iv) If the Company achieves greater than or equal to 110% of the Bonus Target during a year, then the Executive’s Cash Bonus with respect to such year shall be 150% of the Base Salary during such year.

The Cash Bonus, if any, shall be a pre-tax amount and shall be payable by OpCo on the earlier of (a) the date thirty (30) days after the close of the audit relating to the then-applicable year and (b) the end of the calendar year following the then applicable calendar year. Nothing in this Agreement shall preclude or in any way limit the ability of the Compensation Committee to award Executive additional, discretionary bonus amounts.

Section 5. Employee Benefits

During the Employment Period, Executive and, to the extent permitted under such plans, Executive’s family, shall be entitled to participate in the profit sharing, medical,

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disability and other welfare benefit plans at levels not less than those offered by OpCo to senior executives of OpCo on terms and conditions set forth in such plans. OpCo shall pay 100% of all premiums relating to medical and dental insurance for Executive and his insured dependents. OpCo shall maintain a life insurance policy for Executive, the benefits of which shall be not less than three million dollars ($3,000,000). Such policy shall be payable to Executive’s designated beneficiaries.

Section 6. Perquisites and Expenses

(a) General. During the Employment Period, Executive shall be entitled to participate in all perquisite programs maintained by OpCo for its senior executives, on a basis that is commensurate with Executive’s position and duties with OpCo and the Company hereunder, in accordance with the terms thereof, as the same may be amended and in effect from time to time.

(b) Business Travel, Lodging, etc. OpCo shall reimburse Executive for reasonable travel, lodging, meal and other reasonable expenses incurred by him in connection with his performance of services hereunder upon submission of evidence, satisfactory to OpCo, of the incurrence and purpose of each such expense and otherwise in accordance with OpCo’s expense substantiation policy applicable to its senior executives as in effect from time to time (the “Expense Policy”).

(c) Vacation. During the Employment Period, Executive shall accrue paid vacation at a rate of four weeks per year, provided, however, that the Executive shall be entitled to accrue a maximum of eight weeks of paid vacation. If at any time the maximum accrual is reached, Executive shall not accrue further vacation benefits until he has taken sufficient vacation time to bring his accrued vacation balance below the maximum accrual permitted by section 6(c).

Section 7. Termination of Employment and Disability

(a) Termination Due to Death or Disability. In the event that Executive’s employment hereunder terminates due to his death or is terminated by the Company or OpCo due to Executive’s Disability (as defined below), no termination benefits shall be payable to or in respect of Executive except as provided in Section 7(e)(ii). For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by Executive of his duties hereunder for a continuous period of 90 days or longer, or for 180 days or more in any 12-month period.

(b) Termination by the Company. The Company or OpCo may terminate Executive’s employment with the Company or OpCo with or without Cause. A termination for “Cause” shall mean a termination by the Company or OpCo of Executive’s employment with the Company and OpCo following the occurrence of any

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of the following events: (i) the willful failure by Executive to substantially perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness), (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in injury to the Company or OpCo, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a felony, or (iv) the breach by Executive of any of his obligations hereunder or under any other written agreement or covenant with the Company or any of its Affiliates which breach results in or is reasonably expected to result in material harm to the Company or OpCo. With respect to (i) and (iv), the Company or OpCo must provide written notice to Executive of any failure or breach that the Company or OpCo believes constitutes “Cause”, if in the Company’s and OpCo’s, as the case may be, sole determination such failure or breach is capable of cure. Executive will then be allowed fifteen (15) days to remedy the failure or breach, in which case such failure or breach will not be grounds for termination under this Section. A termination for Cause shall include a determination by the Board within 100 days following the termination of the Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Company or OpCo for Cause.

(c) Termination by Executive. Executive may terminate his employment with the Company or OpCo with or without Good Reason. A termination of employment by Executive for “Good Reason” shall mean a termination by Executive of his employment with the Company and OpCo, by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination, within 30 days following the occurrence, without Executive’s written consent, of any of the following events and the failure of the Company or OpCo to correct the circumstances set forth in Executive’s written notice within 30 days of receipt of such notice: (i) the assignment to Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that he is to assume on the Commencement Date, (ii) any change in Executive’s title that is different from that which he is to assume as of the Commencement Date and which change is not consented to by Executive; (iii) a reduction in the rate of Executive’s Base Salary or formula with respect to Executive’s incentive compensation, unless such reduction is implemented in connection with an across the board reduction of the base salaries and incentive compensation of all senior executives of OpCo and is not greater than 10% of Executive’s Base Salary or incentive compensation formula, as the case may be, (iv) a material breach of this Agreement by the Company or OpCo, (v) if, for any reason other than a reason constituting Cause, the Company or OpCo provides notice to Executive that it will not renew Executive’s employment for an Additional Term pursuant to the terms of Section 2 of this Agreement; (vi) a change in the principal work location of the Executive to a location greater than 50 miles from Executive’s primary location with the Company, without the consent of Executive; or (vii) any failure by the Company or OpCo to have any successor or assign assume in writing all of the Company’s and OpCo’s obligations and liabilities under this Agreement in accordance with Section 15(a). Executive agrees that a

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corporate reorganization by the Company, OpCo and/or their Affiliates pursuant to which the Company or OpCo ceases to exist or Executive’s title is changed shall not constitute Good Reason hereunder so long as there is no substantial diminution or significant change in the nature of Executive’s duties described herein.

(d) Notice of Termination. Any termination of Executive’s employment by the Company or OpCo pursuant to Section 7(a) or 7(b), or by Executive pursuant to Section 7(c), shall be communicated by a written Notice of Termination addressed to the other parties to this Agreement. A “Notice of Termination” shall mean a notice stating that Executive’s employment with Company or OpCo has been or will be terminated and the specific provisions of this Section 7 under which such termination is being effected. In the event Executive terminates employment without Good Reason, the applicable Notice of Termination shall set forth a date of termination which is at least 60 days following the communication of such Notice of Termination to the other parties to this Agreement pursuant to this Section 7(d).

(e) Payments Upon Certain Terminations.

(i) In the event of a termination of Executive’s employment by the Company or OpCo without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period, OpCo shall pay to Executive (or, following his death, to Executive’s beneficiaries) (t) the Base Salary earned but not paid through the date of termination, (u) any vacation time accrued in accordance with this Agreement but not used through the date of termination, (v) any bonus compensation earned but unpaid on the date of termination and (w) any business expenses incurred by Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under OpCo company policy (“Final Compensation”) plus, as liquidated damages in respect of claims based on provisions of this Agreement and provided that within 60 days following the Date of Termination Executive executes, delivers and does not revoke a general release substantially in the form attached to this Agreement as Exhibit A (subject to such adjustments as are delivered by the Company to Executive within ten (10) days after the Date of Termination and as may be necessary in the Company’s determination to ensure a comprehensive release of claims by Executive under the law in effect at the date of the execution of the release), a lump sum equal to his Base Salary for a period of Thirty Six (36) months (“Liquidated Damages”). In addition, in the event Executive’s employment is terminated by the Company or OpCo without Cause or by Executive for Good Reason in either such case during the Employment Period and provided that Executive executes, delivers and does not revoke a general release of all claims in form and substance satisfactory to the Company, for a period of

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Eighteen (18) months, OpCo shall pay as such premiums come due (x) all COBRA premiums for Executive and his insured dependants; (y) all premiums for Executive relating to OpCo’s group disability plan; and (z) all premiums relating to the life insurance policy described in Section 5.

(ii) If Executive’s employment shall terminate due to his death or Disability or if the Company or OpCo shall terminate Executive’s employment for Cause or Executive shall terminate his employment without Good Reason, in each case, during the Employment Period, OpCo shall pay Executive (or, in the event of his death, his beneficiaries) Final Compensation.

(iii) In the event that Executive’s employment with the Company or OpCo is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company or OpCo in which Executive was a participant during his employment with Company and OpCo in accordance with the terms thereof (other than any plan that would provide severance, as severance is explicitly covered herein); provided that Executive shall not continue to accrue any additional benefits, including vacation benefits, after the Date of Termination.

(f) Date of Termination. As used in this Agreement, the term “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of his death, and (ii) if Executive’s employment is terminated for any other reason, the latest of the date on which Notice of Termination is given as contemplated by Section 7(d), the date of termination specified in such notice, and the date any applicable correction period ends; provided that if Executive’s employment with the Company or OpCo is terminated by Executive without Good Reason, the date that is 60 days after the date on which Notice of Termination is given as contemplated by Section 7(d) or, if no such notice is given, 60 days after the date of termination of employment (“Notice Period”).

(g) Resignation upon Termination. Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive’s termination of employment with Company or OpCo, Executive shall be deemed to have resigned from all positions then held by him with the Company, OpCo and their Affiliates. Upon request of the Company or OpCo, Executive will promptly execute and deliver written confirmation of such resignation.

(h) Cessation of Professional Activity. Upon delivery of a Notice of Termination by any party, the Company or OpCo may relieve Executive of his responsibilities described in Section 2(b) and require Executive to immediately cease all professional activity on behalf of the Company and OpCo. Whether the Company or OpCo relieves Executive of his duties pursuant to this Section or not, OpCo shall continue to pay Executive’s wages and benefits through the Date of Termination.

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(i) Disability

(i) The Board may designate another employee to act in Executive’s place during any period of Executive’s disability. Notwithstanding any such designation, Executive shall continue to receive the Base Salary in accordance with Section 3, any Cash Bonus that has been earned in accordance with Section 4 but not paid, and benefits in accordance with Section 5, to the extent permitted by the then-current terms of the applicable benefit plans, until Executive becomes eligible for disability income benefits under the Company’s or OpCo’s disability income plan or until the termination of his employment, whichever shall first occur.

(ii) While receiving disability income payments under the Company’s or OpCo’s disability income plan, Executive shall not be entitled to receive any Base Salary under Section 3 hereof, but shall continue to participate in Company and OpCo benefit plans in accordance with Section 5 and the terms of such plans, until the termination of his employment.

(iii) If any question shall arise as to whether during any period Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities hereunder, Executive may, and at the request of the Company or OpCo shall, submit to a medical examination by a physician selected by the Company or OpCo to whom Executive or his duly appointed guardian, if any, has no reasonable objection to determine whether Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on Executive.

(j) Timing of Payments. Final Compensation, except for any bonus compensation earned but unpaid on the Date of Termination, shall be paid on the date of the Company’s next regularly occurring payroll date. Any bonus compensation earned but unpaid on the Date of Termination, shall be paid on the earlier of (a) the date thirty (30) days after the close of the audit relating to the calendar year to which such bonus compensation relates and (b) the end of the calendar year containing the Date of Termination. Liquidated Damages, if any, shall be paid within ten (10) days of the expiration of the revocation period of the general release delivered to the Company by the Executive. In the event that at the time Executive’s employment with the Company or OpCo terminates the Company or OpCo is publicly traded (as defined in Section 409A of

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the Code), any amounts payable under this Section 7 that would otherwise be considered deferred compensation subject to the additional twenty percent (20%) tax imposed by Section 409A of the Code if paid within six (6) months following the date of termination of Company or OpCo employment shall be paid at the later of the time otherwise provided in Section 7 or the time that will prevent such amounts from being subject to such tax imposed by Section 409A of the Code.

Section 8. Effect of Termination.

The provisions of this Section 8 shall apply to termination due to the expiration of the term hereof, pursuant to Section 7 or otherwise.

(a) (i) To the extent that any of the payments and benefits provided for in this Agreement or otherwise payable to the Employee (collectively, the “Payments”) would (but for shareholder approval within the meaning of Section 280G(b)(5)(B) of the Code) result in a “parachute payment” within the meaning of Code section 280G, the Company and OpCo will use commercially reasonable efforts to obtain shareholder approval (within the meaning of section 280G(b)(5)(B) of the Code) of such Payments, provided that if such shareholder approval is not obtained then, the amount of such Payments shall be either: (a) the full amount of the Payments, or (b) a reduced amount which would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code (the “Excise Tax”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of benefit.

(a) (ii) Any determination required under Section 8(a) (i) shall be made in writing by independent public accountants appointed by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Employee, the Company and OpCo for all purposes. The Employee shall bear all costs the Accountants may reasonably incur in connection with such determination, and the Company, OpCo and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Subsection.

(b) Payment by OpCo of the amounts owed under Section 7(e) shall constitute the entire obligation of the Company and OpCo to Executive. Executive shall promptly give the Company and OpCo notice of all facts necessary for the Company and OpCo to determine the amount and duration of their obligations in connection with any termination pursuant to Section 7(e)(i) hereof.

(c) Except for medical and dental plan coverage, disability coverage and life insurance continued pursuant to Section 7(e)(i) hereof and any options or other awards

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under any equity incentive plan of the Company or OpCo (which shall terminate in accordance with their terms), benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of Executive’s employment without regard to any continuation of Base Salary or other payment to Executive following such date of termination.

(d) Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Section 9 hereof. The Executive recognizes that, except as expressly provided in Section 7(e)(i), no compensation shall be earned after termination of employment.

Section 9. Restrictive Covenants

(a) Unauthorized Disclosure. From the date hereof, and during any period of employment with the Company, OpCo or their Affiliates and the ten-year period following any termination thereof, without the prior written consent of the Board or its authorized representative, except to the extent required by law or an order of a court having jurisdiction or under subpoena from an appropriate government agency, in which event, Executive shall use Executive’s best efforts to consult with the Board prior to responding to any such order or subpoena, and except as required in the performance of his duties hereunder, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, referral sources, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information (including but not limited to data and other information relating to members of the Board, the Company, OpCo or any of their Affiliates or to the management of the Company, OpCo or any of their Affiliates), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information (a) relating to the Company, OpCo or any of their Affiliates or (b) that the Company, OpCo or any of their Affiliates may receive belonging to suppliers, customers, referral sources or others who do business with the Company, OpCo or any of their Affiliates (collectively, “Confidential Information”) to any third Person (as defined below) unless such Confidential Information has been previously disclosed to the public or is in the public domain (in each case, other than by reason of Executive’s breach of this Section 9(a)).

(b) Non-Disparagement. From the date hereof, and during any period of employment with the Company, OpCo or their Affiliates and at any time thereafter, Executive will not directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company, OpCo, Bain Capital, LLC or any of their respective Affiliates, or any products or services offered by any of these, nor shall he engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill of the

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Company, OpCo, Bain Capital, LLC or any of their respective Affiliates, the reputation of Company or OpCo products or the marketing of Company or OpCo products, in each case except to the extent required by law, and then only after consultation with the Company and OpCo to the extent possible.

(c) Non-Competition. During the period commencing on the date hereof and ending eighteen (18) months after the termination of Executive’s employment with the Company and OpCo (the “Restriction Period”), Executive shall not, except with the prior written consent of the Board, directly or indirectly, own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity which has material operations which competes with (i) any chemical or alcohol dependency treatment business or (ii) any business pertaining to behavioral health in which the Company, OpCo or their Affiliates was, or had documented plans to become, materially involved during the Executive’s tenure with the Company or OpCo, in each case in any jurisdiction in which the Company, OpCo or any of their Affiliates is engaged, or in which any of the foregoing has documented plans to become engaged of which Executive has knowledge at the time of Executive’s termination of employment. Notwithstanding anything herein to the contrary, the foregoing shall not prevent Executive from acquiring as an investment securities representing not more than two percent (2%) of the outstanding voting securities of any publicly held corporation.

(d) Non-Solicitation of Employees. Acknowledging the strong interest of the Company, OpCo and their Affiliates in an undisrupted workplace, during the Restriction Period, Executive shall not, and shall not assist any Person to, (a) hire or solicit for hiring any employee or former employee of the Company, OpCo or their Affiliates or seek to persuade any employee of the Company, OpCo or their Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company, OpCo or their Affiliates to terminate or diminish its relationship with the Company, OpCo or their Affiliates.

(e) Non-Solicitation of Customers, Referral Sources or Suppliers. Executive acknowledges that his access to Confidential Information and to the Company’s, OpCo’s and their Affiliates’ referral sources and customers and his development of goodwill on behalf of the Company, OpCo and their Affiliates with their referral sources and customers during his employment would give him an unfair competitive advantage were he to leave employment and begin competing with the Company, OpCo or their Affiliates for their existing referral sources and customers and that he is therefore being granted access to Confidential Information and to the referral sources and customers of the Company, OpCo and their Affiliates in reliance on his agreement hereunder. Executive therefore agrees that, during the Restriction Period, he will not solicit or encourage any referral source or customer of the Company, OpCo or their Affiliates to terminate or diminish its relationship with the Company, OpCo or their Affiliates and he will not seek

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to persuade any such referral source or customer to conduct with any Person any business or activity which such referral source or customer conducts or could conduct with the Company, OpCo or their Affiliates; provided, however, that these restrictions shall apply only with respect to those Persons who are referral sources or customers of the Company, OpCo or their Affiliates at any time during his employment or whose business has been solicited on behalf of the Company or OpCo by any of their employees or agents, other than by form letter, blanket mailing or published advertisement, within one year prior to the date his employment ends.

(f) Return of Documents. In the event of the termination of Executive’s employment for any reason, Executive shall deliver to the Company all of (a) the property of each of the Company, OpCo and their Affiliates and (b) the documents and data of any nature and in whatever medium of each of the Company, OpCo and their Affiliates, and Executive shall not take with Executive any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information other than those documents to which he is legally entitled, including, as the case may be, the Executive’s personnel file.

(g) Works for Hire. Executive agrees to maintain accurate and complete contemporaneous records of, and shall immediately and fully disclose and deliver to the Company, all Intellectual Property, as defined below. Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. Executive agrees to execute any and all applications for domestic and foreign patents, copyrights and other proprietary rights and do such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company or OpCo and to permit the Company and OpCo to enforce any patents, copyrights and other proprietary rights in the Intellectual Property. Executive will not charge the Company or OpCo for time spent in complying with these obligations. All copyrightable works that Executive creates, including without limitation computer programs and documentation, shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company or OpCo.

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Section 10. Notification Requirement

Until the conclusion of the Restriction Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least thirty (30) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person. Executive shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine Executive’s continued compliance with his obligations under Sections 9 hereof.

Section 11. Injunctive Relief with Respect to Covenants; Certain Acknowledgments; Forfeiture

(a) Executive acknowledges and agrees that Executive will have a prominent role in the management of the business, and the development of the goodwill, of the Company, OpCo and their Affiliates and will establish and develop relations and contacts with the principal referral sources, customers and suppliers of the Company, OpCo and their Affiliates in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, the Company, OpCo and their Affiliates and that (i) in the course of his employment with the Company, Executive will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company, OpCo and their Affiliates in the United States of America and the rest of the world that could be used to compete unfairly with the Company, OpCo and their Affiliates; (ii) the covenants and restrictions contained in Section 9 are intended to protect the legitimate interests of the Company, OpCo and their Affiliates in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Executive desires to be bound by such covenants and restrictions.

(b) Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 9 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and OpCo irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company and OpCo shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company and OpCo may have.

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(c) Executive agrees that in the event Executive breaches any provision of Section 9 hereof in any material respect following the Date of Termination, Executive shall (i) not be entitled to receive, if not already paid, the benefits described in Section 7(e)(i) hereof, and (ii) return to OpCo any and all payments previously made by OpCo (or any of its Affiliates) pursuant to Section 7(e)(i) within 15 days after written demand for such repayment is made to Executive by OpCo.

Section 12. Definitions

For purposes of this Agreement, the following definitions apply:

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company or OpCo, as the case may be, where control may be by management authority, equity interest or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a Code section shall include a reference to any regulations (final, temporary or proposed, as applicable, as determined by the Company) promulgated pursuant to that section.

“Confidential Information” means any and all information of the Company, OpCo or their Affiliates that is not generally available to the public, including but not limited to (i) the products and services, technical data, methods and processes of the Company or OpCo, (ii) their marketing activities and strategic plans, (iii) their costs and sources of supply, (iv) the identity and special needs of their referral sources and customers and (v) the people and organizations with whom the Company or OpCo have business relationships and the substance of those relationships. Confidential Information also includes any information that the Company, OpCo or their Affiliates may receive or have received, from referral sources and customers or others, with any understanding, express or implied, that the information would not be disclosed.

“Intellectual Property” means any invention, formula, process, discovery, development, design, innovation or improvement (whether or not patentable or registrable under copyright statutes) made, conceived, or first actually reduced to practice by Executive solely or jointly with others, during his employment by the Company, OpCo or their Affiliates; provided, however, that, as used in this Agreement, the term “Intellectual Property” shall not apply to any invention that Executive develops on his own time, without using the equipment, supplies, facilities or trade secret information of the Company, OpCo or their Affiliates, unless such invention relates at the time of conception or reduction to practice of the invention (a) to the business of the Company, OpCo or their Affiliates, (b) to the actual or demonstrably anticipated research or development of the Company, OpCo or their Affiliates or (c) results from any work performed by Executive for the Company, OpCo or their Affiliates.

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“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company, OpCo or their Affiliates.

Section 13. Entire Agreement

This Agreement, together with any options issued under the Company’s 2006 Executive Incentive Plan or in connection with the mergers referred to in the recitals of this Agreement, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all undertakings and agreements, whether oral or in writing, previously entered into by the parties with respect thereto. Notwithstanding the foregoing, except as expressly provided herein, Executive’s rights and obligations with respect to securities of the Company remain in full force and effect and shall survive the termination or expiration of this Agreement and/or the termination of Executive’s employment, if so provided in those agreements. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including but not limited to those made to or with Executive by any other Person) are merged herein and superseded hereby.

Section 14. Indemnification

The Company and OpCo hereby agree that they shall indemnify and hold harmless Executive to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees), arising out of the employment of Executive hereunder, within the scope of his employment, other than any claim by the Company or OpCo for Executive’s breach of this Agreement. Costs and expenses incurred by Executive in defense of such litigation (including attorneys’ fees) shall be paid by OpCo in advance of the final disposition of such litigation upon receipt by OpCo of (a) a written request for payment, (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so paid if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company or OpCo under this Agreement. The Company, OpCo and Executive will consult in good faith with respect to the conduct of any such litigation, and Executive’s counsel shall be selected with the consent of the Company, such consent not to be unreasonably withheld.

Section 15. Miscellaneous

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and OpCo, and their respective successors and

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permitted assigns, provided such successors and assigns assume all of the Company’s and OpCo’s obligations and liabilities under this Agreement in writing. This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 15(a). The Company or OpCo may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law, etc.

(i) This agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of California without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such party understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 15(b).

(c) Fees and Costs Relating to this Agreement.

(i) OpCo agrees to reimburse Executive’s reasonable attorneys’ fees incurred in negotiating and documenting this Agreement to a maximum of Six Thousand Dollars ($6,000), subject to receipt of reasonable substantiation and documentation of such attorneys’ fees by OpCo within sixty (60) days of the date of this Agreement.

(ii) An award of reasonable attorneys’ fees and costs shall be made to the prevailing party in any litigation concerning this agreement.

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(d) Determination of Fair Market Value. Reference is hereby made to the Stockholders Agreement among the Company, CRC Intermediate Holdings, Inc., OpCo and the Investors, Other Investors and Managers named therein, dated as of the date hereof and as amended from time to time (the “Stockholders Agreement”). In the event that the Company exercises its rights to call any of your Shares (as defined in the Stockholders Agreement) pursuant to Section 5 of the Stockholders Agreement and you disagree with the Board’s good faith determination of the Fair Market Value (as defined in the Stockholders Agreement) of any such Shares, then within 10 business days of your receipt of the Board’s determination you may submit to the Board your statement of the Fair Market Value of such Shares and the Company shall select a recognized investment banking or accounting firm, reasonably acceptable to you, to review the two proposals. Such firm shall be instructed to, within 20 business days of appointment, appraise and determine the Fair Market Value of the Shares, which determination shall be final and binding upon you and the Company. The fees and expenses of such investment banking or accounting firm shall be paid by the party whose proposal for the Fair Market Value of the Shares is farthest (on an absolute basis) from the Fair Market Value of the Shares as finally determined by the investment banking or accounting firm. Closing may be delayed if necessary to permit final determination of Fair Market Value hereunder.

(e) Taxes. The Company and OpCo shall have the power to withhold, or require Executive to remit to OpCo promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder to Executive, and OpCo may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(f) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to in writing by Executive, the Company and OpCo. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

(g) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

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(h) Blue Pencil. The Executive, the Company and OpCo agree that the covenants contained in Section 9 hereof are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to (and it is the intent of the Executive, the Company and OpCo that such court shall) excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.

(i) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company or OpCo, to it at:

CRC Health Group, Inc.

CRC Health Corporation

20400 Stevens Creek Boulevard, Suite 600

Cupertino, CA 95014

Tel: (408) 367-0036

Fax: (408) 367-0037

Attention: General Counsel

(B) if to Executive, to him at his residential address as currently on file with OpCo.

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(C) Copies of any notices or other communications given under this Agreement shall also be given to:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Tel: (617) 516-2000

Fax: (617) 516-2010

Attention: John P. Connaughton

                   Steve Barnes

                   Chris Gordon

and to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Tel: (617) 951-7000

Fax: (617) 951-7050

Attention: Alfred O. Rose, Esq.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(k) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the Company and OpCo have duly executed this Agreement by their authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

CRC HEALTH GROUP INC.
By:	/s/ Pamela B. Burke
	Name: Pamela Burke
	Title:   Vice President and General Counsel

CRC HEALTH CORPORATION
By:	/s/ Pamela B. Burke
	Name: Pamela Burke
	Title:   Vice President and General Counsel

EXECUTIVE

/s/ Barry Karlin

Barry Karlin

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EXHIBIT A

RELEASE OF CLAIMS

FOR AND IN CONSIDERATION OF the special payments to be made to me in connection with my separation of employment, as set forth in the Employment Agreement between me, CRC Health Group Inc., (the “Company”) and CRC Health Corporation (“OpCo”) and dated as of February 6, 2006 (the “Employment Agreement”), I, on my own behalf and on behalf of my heirs, beneficiaries and representatives and all others connected with me, hereby release and forever discharge the Company, OpCo, their Affiliates (as that term is defined in the Employment Agreement), and all of their respective officers, directors, trustees, employees, agents, representatives, successors and assigns and all others connected with them, both individually and in their official capacities (but, with respect to such individuals, only to the extent relating to my employment with the Company or OpCp or its termination), from any and all liabilities, claims, demands, actions and causes of action of any type which I have had in the past, now have, or might now have, through the date of my execution of this Release of Claims, including but not limited to any and all liabilities, claims, demands, actions and causes of action in any way resulting from, arising out of or connected with my employment or its termination or pursuant to any federal, state or local employment law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices statutes of the state or states in which have provided services to the Company, each as may be amended from time to time).

Excluded from the scope of this Release of Claims is any right of indemnification pursuant to the Employment Agreement or any other contract, any by-laws of the Company or Opco or any applicable statute, that I have or hereafter acquire if any claim is asserted or proceedings are brought against me related or allegedly related to my having been an officer or employee of the Company or OpCo or to any of my activities as an officer or employee of the Company or OpCo.

In signing this Release of Claims, I acknowledge my understanding that I may consider the terms of this Release of Claims for at least forty-five (45) days from the date of my sending or receipt of notice of termination of my employment, as applicable, before signing; that I am encouraged by the Company and OpCo to seek the advice of an attorney prior to signing this Release of Claims; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms. I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written notice to the Company and OpCo and that this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it.

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Intending to be legally bound, I have signed this Release of Claims under seal on the date written below.

Signature:                                                                                  

Date Signed:                                                                              

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EX-10.6

Exhibit 10.6

Execution Version

STOCKHOLDERS AGREEMENT

AMONG

CRC HEALTH GROUP, INC. (F/K/A CRCA HOLDINGS, INC.),

CRC INTERMEDIATE HOLDINGS, INC.,

CRC HEALTH CORPORATION (F/K/A CRC HEALTH GROUP, INC.)

AND

THE INVESTORS, OTHER INVESTORS

AND MANAGERS NAMED HEREIN

DATED AS OF FEBRUARY 6, 2006

TABLE OF CONTENTS

			Page
1.	EFFECTIVENESS; DEFINITIONS.		1
	1.1.	Closing	1
	1.2.	Definitions	2
2.	VOTING AGREEMENT.		2
	2.1.	Election of Directors	2
	2.2.	Significant Transactions	2
	2.3.	Consent to Amendment	2
	2.4.	Grant of Proxy	2
	2.5.	The Company	2
	2.6.	Period	2
3.	TRANSFER RESTRICTIONS		2
	3.1.	Permitted Transferees.	3
	3.2.	Tag Alongs, Drag Alongs, Etc	4
	3.3.	Transfers to the Public	4
	3.4.	Transfers Pursuant to Section 5	5
	3.5.	Impermissible Transfer	5
	3.6.	Period	5
4.	INVESTOR TRANSFER RIGHTS; “TAG ALONG” AND “DRAG ALONG” RIGHTS.		5
	4.1.	Tag Along	5
	4.2.	Drag Along	7
	4.3.	Miscellaneous	8
	4.4.	Period	10
5.	OPTIONS TO PURCHASE MANAGEMENT SHARES.		10
	5.1.	Call Options	10
	5.2.	Closing.	12
	5.3.	Investor Call Option	14
	5.4.	Acknowledgment	14
	5.5.	Period	14
6.	RIGHT OF PARTICIPATION		14
	6.1.	Right of Participation.	14
	6.2.	Post-Issuance Notice	17
	6.3.	Excluded Transactions	17
	6.4.	Certain Provisions Applicable to Options, Warrants and Convertible Securities	18
	6.5.	Acquired Shares	18
	6.6.	Period	18
7.	REGISTRATION RIGHTS		18
	7.1.	Demand Registration Rights for Investor Shares.	18
	7.2.	Piggyback Registration Rights.	20
	7.3.	Certain Other Provisions.	21
	7.4.	Indemnification and Contribution.	23
8.	REMEDIES.		26

	8.1.	Generally	26
	8.2.	Deposit	26
9.	LEGENDS.		26
	9.1.	Restrictive Legend	26
	9.2.	1933 Act Legends	27
	9.3.	Stop Transfer Instruction	27
	9.4.	Termination of 1933 Act Legend	27
10.	AMENDMENT, TERMINATION, ETC.		28
	10.1.	Oral Modifications	28
	10.2.	Written Modifications	28
	10.3.	Effect of Termination	28
11.	DEFINITIONS		28
	11.1.	Certain Matters of Construction	28
	11.2.	Definitions	28
12.	MISCELLANEOUS.		35
	12.1.	Authority; Effect	35
	12.2.	Notices	35
	12.3.	Binding Effect, Etc	36
	12.4.	Descriptive Headings	36
	12.5.	Counterparts	37
	12.6.	Severability	37
13.	GOVERNING LAW.		37
	13.1.	Governing Law	37
	13.2.	Consent to Jurisdiction	37
	13.3.	WAIVER OF JURY TRIAL	37
	13.4.	Exercise of Rights and Remedies	38

ii

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made as of February 6, 2006 by and among:

(i) CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.) (the “Company”);

(ii) CRC Intermediate Holdings, Inc. (“Intermediate Holdco”);

(iii) CRC Health Corporation (f/k/a CRC Health Group, Inc.) (“CRC”);

(iv) each of Bain Capital Fund VIII, LLC, Bain Capital VIII Coinvestment Fund, LLC, BCIP Associates III, LLC, BCIP Associates III-B, LLC, BCIP T Associates III, LLC, BCIP T Associates III-B, LLC and BCIP Associates-G (together with their Permitted Transferees, the “Investors”);

(v) RGIP, LLC and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors” (together with their Permitted Transferees, the “Other Investors”);

(vi) Dr. Barry Karlin and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Managers” (together with their Permitted Transferees, the “Managers” and together with the Investors and the Other Investors, the “Stockholders”).

Recitals

1. On or about the date hereof, CRCA Merger Corporation (“MergerCo”), a wholly owned subsidiary of the Company, merged with and into or will merge with and into CRC with CRC being the surviving corporation, pursuant to an Agreement and Plan of Merger dated October 8, 2005 among the Company, MergerCo and CRC (the “Merger Agreement”).

2. Upon the Closing (as defined below), the Company’s Common Stock is held as set forth on Schedule I hereto.

3. The parties believe that it is in the best interests of the Company and the Stockholders to set forth their agreements on certain matters.

Agreement

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement shall become effective upon consummation of the closing under the Merger Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 12 hereof.

2. VOTING AGREEMENT.

2.1. Election of Directors. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Shares (other than Management Incentive Shares), whether at any annual or special meeting, by written consent or otherwise, (a) to fix the number of members of the board of directors of the Company (the “Board”) at such number as may be specified from time to time by the Majority Investors and (b) to elect as members of the Board the Company’s Chief Executive Officer and such other individuals, if any, as shall have been nominated by the Majority Investors.

2.2. Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares (other than Management Incentive Shares), whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

2.3. Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares (other than Management Incentive Shares), whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

2.4. Grant of Proxy. Each holder of Shares other than the Investors hereby grants to the Investors an irrevocable proxy coupled with an interest to vote his Shares (other than Management Incentive Shares) in accordance with his agreements contained in this Section 2, which proxy shall be valid and remain in effect until the provisions of this Section 2 expire pursuant to Section 2.6.

2.5. The Company. The Company agrees not to give effect to any action by any holder of Shares or any other Person which is in contravention of this Section 2.

2.6. Period. The foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control, (b) a Qualified Public Offering and (c) the last date permitted by law.

3. TRANSFER RESTRICTIONS. No holder of Shares shall Transfer any of such Shares to any other Person except as provided in this Section 3.

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3.1. Permitted Transferees.

3.1.1 Affiliates. Any holder of Shares may Transfer any or all of such Shares to an Affiliate of such holder or to a Charitable Organization.

3.1.2 Estate Planning. Any holder of Shares who is a natural Person may Transfer any or all of such Shares (i) by gift to, or for the benefit of, any member or Members of the Immediate Family of such holder, (ii) to a trust for the benefit of such holder and/or any member or Members of the Immediate Family of such holder, or (iii) to any other trust in respect of which such holder serves as trustee; provided, however, that the trust instrument governing such trust shall provide that such holder, as trustee, shall retain sole and exclusive control over the voting and disposition of such Shares until the termination of this Agreement.

3.1.3 Upon Death. Subject to the provisions of Section 5.1, if applicable, upon the death of any holder of Shares who is a natural Person, such Shares may be distributed by the will or other instrument taking effect at death of such holder or by applicable laws of descent and distribution to such holder’s estate, executors, administrators and personal representatives, and then to such holder’s heirs, legatees or distributees, whether or not such recipients are Members of the Immediate Family of such holder or a Charitable Organization.

3.1.4 Investors and Company. Any holder of Shares may Transfer any or all of such Shares to (a) any Investor or (b) with the Board’s approval, the Company or any subsidiary of the Company.

3.1.5 Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund or (b) to its partners or members or to Affiliates of any of the foregoing.

3.1.6 Additional Permitted Transfers by the Other Investors. Any holder of Other Investor Shares may Transfer any or all of such Shares to its partners or members in connection with the termination of such holder’s legal existence. Any such transfer may be made no earlier than six months prior to the termination of the holder’s existence.

No Transfer permitted under the terms of this Section 3.1 shall be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee shall remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and shall be subject to all of the provisions of this Agreement and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as the holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares shall thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee shall relieve such holder of any of its obligations hereunder.

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3.2. Tag Alongs, Drag Alongs, Etc. In addition to Transfers permitted under Section 3.1,

(a) any holder of Investor Shares may Transfer such Shares if (i) such holder has complied with the “tag along” provisions contained in Section 4.1 or (ii) the Majority Investors have exercised their “drag along” rights set forth in Section 4.2; and

(b) any holder of Shares may Transfer any or all of such Shares in accordance with the provisions, terms and conditions of Section 4.1 and 4.2.

Any Shares Transferred after compliance with the terms of Section 4.1 or 4.2 shall conclusively be deemed thereafter not to be Shares or Registrable Securities under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof.

3.3. Transfers to the Public. Subject to the provisions of Section 7.3.4, any holder of Shares may Transfer such Shares in a Public Offering or, after the closing of the Initial Public Offering, pursuant to Rule 144, if such transfer would not result in the Relative Ownership Percentage (as defined below) of the Management Shares owned by such Manager immediately following the effective time of such Transfer (the “Determination Time”) being less than the Relative Ownership Percentage of the Shares owned by the Investors immediately following the Determination Time. For purposes of this Section 3.3, “Relative Ownership Percentage” means:

(a) with respect to the Shares held by such Manager, a fraction (expressed as a percentage), (A) the numerator of which is the number of Shares owned by such Manager immediately following the Determination Time and (B) the denominator of which is the number of Shares purchased by or issued to such Manager, and

(b) with respect to the Shares held by the Investors, a fraction (expressed as a percentage), (A) the numerator of which is the aggregate number of Shares owned by the Investors immediately following the Determination Time and (B) the denominator of which is the aggregate number of Shares purchased by or issued to the Investors.

3.3.1 Following the Initial Public Offering, any Investor or Manager Transferring Shares shall notify the Company following the consummation of such Transfer of the number of Shares Transferred. Any Manager wishing to Transfer Shares pursuant to Section 3.3 shall be entitled to obtain prior to such Transfer, and rely upon, a statement from the Company, of the number of Shares that such Manager may Transfer pursuant to this Section 3.3.

3.3.2 Any Shares Transferred pursuant to this Section 3.3 shall conclusively be deemed thereafter not to be Shares or Registrable Securities under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof.

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3.4. Transfers Pursuant to Section 5. Management Shares may be transferred pursuant to the terms of Section 5. Any Shares Transferred to the Company pursuant to Section 5 shall conclusively be deemed thereafter not to be Shares or Registrable Securities under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof. Any Shares Transferred to the Investors pursuant to Section 5 shall conclusively be deemed thereafter to be Investor Shares and Registrable Securities under this Agreement and shall be subject to, and entitled to the benefit of, the provisions hereto.

3.5. Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

3.6. Period. The foregoing provisions of this Section 3 shall expire upon the earlier of (a) a Change of Control and (b) the later of (i) the fifth anniversary of the first Public Offering in which the Investors sell shares and (ii) the date on which the Relative Ownership Percentage of the Investors is less than 50%.

4. INVESTOR TRANSFER RIGHTS; “TAG ALONG” AND “DRAG ALONG” RIGHTS.

4.1. Tag Along. If one or more holders of Investor Shares (each such holder, a “Prospective Selling Investor”) proposes to Transfer any such Shares to any Prospective Buyer in a transaction subject to Section 3.2(a)(i), then as required by Section 3.2(a)(i):

4.1.1 Notice. The Prospective Selling Investors shall deliver a written notice (the “Tag Along Notice”) to each other holder of Shares (each, a “Tag Along Holder”) at least ten business days prior to such proposed Transfer. The Tag Along Notice shall include:

(a) The principal terms of the proposed Sale insofar as it relates to such Shares, including (i) the number and class of the Shares to be purchased from the Prospective Selling Investors, (ii) with respect to each class of Shares to be purchased from the Prospective Selling Investors, the fraction(s) expressed as a percentage, determined by dividing the number of Shares of such class to be purchased from the Prospective Selling Investors by the total number of Investor Shares of such class purchased by the Investors (the “Tag Along Sale Percentage”), (iii) the maximum and minimum per share purchase price and (iv) the name and address of the Prospective Buyer; and

(b) An invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer an additional number of Shares of the applicable class held by such Tag Along Holder (not in any event to exceed in the case of a Tag Along Holder and all of his Permitted Transferees the Tag Along Sale Percentage of the total number of Shares of the applicable class purchased by such Tag Along Holder), on the same terms and conditions (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), with respect to each Share Sold, as the Prospective Selling Investors shall Sell each of their Shares.

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4.1.2 Exercise. Within ten business days after the effectiveness of the Tag Along Notice, each Tag Along Holder desiring to make an offer to include issued and outstanding Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Investors, collectively, the “Tag Along Sellers”) shall furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Investors offering to include an additional number of Shares of the applicable class (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable class purchased by such Participating Seller) which such Participating Seller desires to have included in the proposed Sale. Each Tag Along Holder who does not accept the Prospective Selling Investors’ invitation to make an offer to include Shares in the proposed Sale shall be deemed to have waived all of his rights with respect to such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the maximum per share price set forth in the Tag Along Notice and on other principal terms which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder.

4.1.3 Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

4.1.4 Reduction of Shares Sold. The Prospective Selling Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares of each class to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, to the respective number of Shares of such class purchased by each Tag Along Seller.

4.1.5 Additional Compliance. If (a) prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such

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proposed Sale shall be greater than the maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Sections 4.1.1 and 4.1.2 shall be five business days and (b) the Prospective Selling Investors have not completed the proposed Sale by the end of the 180th day following the date of the effectiveness of the Tag Along Notice, each Participating Seller shall be released from his obligations under his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.

4.2. Drag Along. Each holder of Shares of a class hereby agrees, if requested by the Majority Investors, to Sell the same percentage (the “Drag Along Sale Percentage”) of such Shares, directly or indirectly, to a Prospective Buyer in the manner and on the terms set forth in this Section 4.2 in connection with the Sale by one or more holders of Investor Shares (each such holder, a “Prospective Selling Investor”) of the Drag Along Sale Percentage of the total number of Investor Shares of a class held by all holders of Investor Shares to the Prospective Buyer.

4.2.1 Exercise. If the Majority Investors elect to exercise their rights under this Section 4.2, the Prospective Selling Investors shall furnish a written notice (the “Drag Along Notice”) to each other holder of Shares. The Drag Along Notice shall set forth the principal terms of the proposed Sale insofar as it relates to such Shares including (i) the number and class of Shares to be acquired from the Prospective Selling Investors, (ii) the Drag Along Sale Percentage applicable to such class, (iii) the per share consideration applicable to such class to be received in the proposed Sale of shares of a class and (iv) the name and address of the Prospective Buyer. If the Prospective Selling Investors consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Shares (each a “Participating Seller”, and, together with the Prospective Selling Investors, collectively, the “Drag Along Sellers”) shall be bound and obligated to Sell the Drag Along Sale Percentage of his Shares of such class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options and Warrants), as the Prospective Selling Investors shall Sell each Investor Share of such class in the Sale (subject to Section 4.3.4 in the case of Options and Warrants). If at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Prospective Selling Investors have not completed the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller shall be released from his obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

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4.3. Miscellaneous. The following provisions shall be applied to any proposed Sale to which Section 4.1 or 4.2 applies:

4.3.1 Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Tag Along Seller or Drag Along Seller of any information regarding the Company, such securities or the issuer thereof, such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, the Prospective Selling Investors shall have the right, but not the obligation, to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.3.2 Further Assurances. Each Participating Seller, whether in his capacity as a Participating Seller, stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1 or Section 4.2 and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Investors and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence and provided, further, that no holder of Management Incentive Shares shall be obligated to cast votes in respect of such Management Incentive Shares in connection with any such transaction. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Investors to which such Prospective Selling Investors will also be party, including, without limitation, agreements to (a) (i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (ii) be liable without limitation as to such representations, warranties, covenants and other agreements and (b) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (i) such Participating Seller’s pro rata portion of

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any such liability, to be determined in accordance with such Participating Seller’s portion of the total number of Shares included in such Sale or (ii) the proceeds to such Participating Seller in connection with such Sale.

4.3.3 Sale Process. The Investors shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Investor or any Affiliate of any Investor shall have any liability to any other holder of Shares arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such Investor shall have failed to comply with the provisions of this Section 4.

4.3.4 Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent he desires to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, he shall be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Security immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Buyer. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Investors in such Sale less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of Common Stock issuable upon exercise, conversion or exchange of such Option, Warrant or Convertible Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

4.3.5 Expenses. All reasonable costs and expenses incurred by the Prospective Selling Investors or the Company in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated), including without limitation all attorneys fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company. The reasonable fees and expenses of a single legal counsel representing any or all of the other Tag Along Sellers or Drag Along Sellers in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) shall be paid by the Company. Any other costs and expenses incurred by or on behalf of any or all of the other Tag Along Seller(s) or Drag Along Seller(s) in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) shall be borne by such Tag Along Seller(s) or Drag Along Seller(s).

4.3.6 Closing. The closing of a Sale to which Section 4.1 or 4.2 applies shall take place at such time and place as the Prospective Selling Investors shall specify by notice to each Participating Seller. At the closing of such Sale, each Participating Seller shall

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deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

4.4. Period. The foregoing provisions of this Section 4 shall expire on the earlier of (a) a Change of Control or (b) the closing of a Qualified Public Offering.

5. OPTIONS TO PURCHASE MANAGEMENT SHARES.

5.1. Call Options. Except as the Company may otherwise agree in writing with any Manager with respect to Shares held by such Manager or originally issued to such Manager but held by one or more direct or indirect Permitted Transferees (collectively, the “Management Call Group”), upon any termination of the employment by the Company and its subsidiaries of any Manager (by the Company, such Manager or otherwise), the Company shall have the right to purchase for cash all or any portion of the Management Shares held by the Management Call Group on the following terms (the “Management Call Option”):

5.1.1 Rollover Option Shares. The Company may purchase all or any portion of the Rollover Option Shares held by such Manager (or his direct or indirect Permitted Transferees, if applicable) at a per share price equal to the Fair Market Value of such Shares as determined in Section 5.1.3.

5.1.2 Other. For all Purchased Management Shares which are not Rollover Option Shares, the following terms shall apply:

(a) Termination for Cause. If such termination is the result of termination of such holder’s employment by the Company or its subsidiary for Cause, then the Company may purchase all or any portion of the Purchased Management Shares held by such Manager (or his direct or indirect Permitted Transferees, if applicable) at a per Share price equal to the lesser of the Cost or the Fair Market Value of such Shares as determined in Section 5.1.3, provided, however, that the portion of such Shares as is required by California Corporations Code Regulations 260.140.4(k)(2) and 260.140.42(h)(2) to be repurchased at Fair Market Value, may only be repurchased at the Fair Market Value of such Shares as determined as of the date of the effectiveness of the applicable termination of employment.

(b) Death or Disability. If such termination is the result of the death or disability of such Manager, then the Company may purchase all or any portion of the Purchased Management Shares held by such Manager (or his direct or indirect Permitted Transferees, if applicable) at a per Share price equal to the Fair Market Value of such Shares as determined in Section 5.1.3.

(c) Termination by Manager. If such termination is the result of termination by a Manager (but not by the Company) other than by reason of the Manager’s death or disability and other than in circumstances where the Company or its subsidiaries

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would have grounds to terminate such Manager for Cause, then the Company may purchase all or any portion of the Purchased Management Shares held by such Manager (or his direct or indirect Permitted Transferees, if applicable) at a per Share price equal to the Fair Market Value of such Shares as determined in Section 5.1.3.

(d) Termination by the Company Not for Cause. If such termination is the result of termination by the Company and such termination is not for Cause, then the Company may purchase all or any portion of the Purchased Management Shares held by such Manager (or his direct or indirect Permitted Transferees, if applicable) at a per Share price equal to the Fair Market Value of such Shares as determined in Section 5.1.3, but the Company may not purchase any of the Management Incentive Shares held by such Manager.

5.1.3 Determination Date.

(a) In the case of Shares other than Option Shares, the purchase price per Share shall be determined as of the date on which the Management Call Notice (as defined below) is delivered.

(b) In the case of Option Shares that are subject to Section 5.1.2(c) (and are not Management Incentive Shares), the purchase price per Share shall be determined as of the later of (i) the 181^st day after the exercise of the applicable Option and (ii) the date on which the Management Call Notice (as defined below) is delivered.

(c) In the case of Option Shares that are subject to Section 5.1.2 (a), (b) or (c) (and are not Management Incentive Shares), the purchase price per Share shall be determined as of the date on which the Management Call Notice (as defined below) is delivered.

(d) In the case of Management Incentive Shares (which are subject to Section 5.1.2(a), (b) or (c)), the purchase price per Share shall be determined as of the date of effectiveness of the applicable termination of employment.

5.1.4 Notices, Etc. Any Management Call Option may be exercised by delivery of written notice thereof (the “Management Call Notice”) to all members of the applicable Management Call Group from whom the Company has elected to purchase Shares no later than the Management Call Notice Date. The Management Call Notice shall state that the Company has elected to exercise the Management Call Option, the number of Shares with respect to which the Management Call Option is being exercised and the price or date for determining the price of such shares. For purposes of this Section 5, the “Management Call Notice Date” shall mean:

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Type of Shares	Management Call Notice Date
Management Incentive Shares (subject to Sections 5.1.2(a), (b) or (c) above)	No later than 90 days after the effectiveness of the applicable termination of employment or, for Management Incentive Shares that are Option Shares, if later, 90 days after the exercise of the Option to which such Option Shares relate.
Management Shares that are not Management Incentive Shares or Rollover Option Shares	No later than 180 days after the effectiveness of the applicable termination of employment, or, with respect to Option Shares, if later, 180 days after the exercise of the Option to which such Option Shares relate.
Rollover Option Shares	No later than 360 days after the effectiveness of the applicable termination of employment or, if later, 360 days after the exercise of the Option to which such Rollover Option Shares relate.

5.1.5 Vesting. The rights of the Company and the Investors to purchase Management Shares under this Section 5 are in addition to, and do not modify, any vesting requirements that may be included in the terms of any Management Shares.

5.2. Closing.

5.2.1 The closing of any purchase and sale of Management Shares pursuant to this Section 5 shall take place as soon as reasonably practicable, and in any event not later than 30 days after delivery of the Management Call Notice or, in the case of Option Shares, if later, 30 days after the determination of the applicable purchase price in accordance with Section 5.1.3 (provided, that such time shall be extended as necessary to comply with requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or other applicable legal requirements) at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine. Notwithstanding anything to the contrary in this Section 5.2.1, the closing of any purchase and sale of any Management Incentive Shares pursuant to this Section 5 shall take place not later than 90 days after the later of (i) effectiveness of the applicable termination of employment or (ii) exercise of the Option to which such Management Incentive Shares relate.

5.2.2 At the closing of any purchase and sale of Management Shares following the exercise of any Management Call Option, the holders of Shares to be sold shall deliver to the Company a certificate or certificates representing the Shares to be purchased by the Company duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed, and

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the Company shall pay to such holder by certified or bank check or wire transfer of immediately available federal funds the purchase price of the Shares being purchased by the Company. The delivery of a certificate or certificates for Shares by any Person selling Shares pursuant to any Management Call Option shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated; (iii) such Shares are free and clear of any and all liens or encumbrances and (iv) there is no Adverse Claim with respect to such Shares.

5.2.3 If (i) any payment of cash is required upon the purchase of Management Shares (other than Rollover Option Shares and Management Incentive Shares, which may only be purchased for cash) by the Company upon the exercise of any Management Call Option or (ii) any payment on a promissory note issued under this Section 5.2.3 comes due, and, in either case such payment would constitute, result in or give rise to any breach or violation of, or any default or right or cause of action under, any agreement by which the Company or any of its subsidiaries is, from time to time, a party, then:

(a) in the case of a cash payment due at a closing of any purchase of Management Shares (other than Rollover Option Shares and Management Incentive Shares, which may only be purchased for cash) by the Company upon the exercise of any Management Call Option, the Company will issue a promissory note in the aggregate principal amount of such payment, the principal amount of which note will be due and payable on demand (subject to subsection 5.2.3(c) below) and interest will accrue thereon at a rate equal to the applicable federal rate, and

(b) in the case of a cash payment in respect of a promissory note issued under this Section 5.2.3, notwithstanding any of the provisions of such note, including without limitation, the stated maturity of such note and the stated date on which interest payments are due, such payment will not become due and payable until such time as such payment can be made without violating any such agreement.

(c) Notwithstanding the terms of any promissory note issued pursuant to this Section 5.2, the Company must pay off the promissory note at the earlier of (i) a Sale Transaction, (ii) five (5) Business Days after the date at which a cash payment paying off such promissory note could be made without resulting in or giving rise to any breach or violation of, or any default or right or cause of action under, any agreement by which the Company or any of its subsidiaries is, from time to time, a party, (iii) the date on which any cash dividend or distribution is made in respect of Shares, and (iv) the 91^st day after February 1, 2016, the final maturity date of the Senior Subordinated Notes of CRC. At such time, the Company shall promptly notify the holder of such promissory note and make a payment on each such promissory note. If more than one such promissory note is outstanding at the time of payment, payment shall be made to the holders of all such promissory notes on a pro rata basis.

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5.3. Investor Call Option. If the Company shall elect not to purchase pursuant to Section 5.1 any or all Management Shares held by a Manager or originally issued to such Manager but held by one or more Permitted Transferees, the Company shall notify the Investors and the Investors may purchase any or all of the remaining Management Shares held by such Persons for the purchase price identified in Section 5.1; provided, that nothing in this Section 5.3 will operate to extend the time within which the Management Call Notice may be delivered pursuant to Section 5.1.4 hereof. The right to purchase such Shares shall be allocated pro rata among the Investors (unless the Investors otherwise agree).

5.4. Acknowledgment. Each holder of Management Shares acknowledges and agrees that neither the Company nor any Person directly or indirectly affiliated with the Company (in each case whether as a director, officer, manager, employee, agent or otherwise) shall have any duty or obligation to affirmatively disclose to him, and he shall not have any right to be advised of, any material information regarding the Company or otherwise at any time prior to, upon, or in connection with any termination of his employment by the Company and its subsidiaries upon the exercise of any Management Call Option or any purchase of the Shares in accordance with the terms hereof.

5.5. Period. The foregoing provisions of this Section 5 shall expire with respect to any Management Share upon the earlier of (a) a Change of Control and (b) the closing of a Qualified Public Offering.

6. RIGHT OF PARTICIPATION. The Company shall not issue or sell any shares of any of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Investor or Affiliated Fund (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of Section 6.1 or 6.2.

6.1. Right of Participation.

6.1.1 Offer. Not fewer than fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company to each holder of Investor Shares, Other Investor Shares, Rollover Options and/or Purchased Management Shares (the “Participation Offerees”). The Participation Notice shall include:

(a) The principal terms of the proposed Issuance, including, without limitation, (i) the amount and kind of Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Equivalent Shares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including, without limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities and (v) the name and address of the Investor or Affiliated Fund to whom the Subject Securities will be issued (the “Prospective Subscriber”); and

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(b) An offer by the Company to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

6.1.2 Exercise.

(a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall send a written commitment to the Company within fifteen days after the effectiveness of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each a “Participating Buyer”). Each Participation Offeree who has not so accepted such offer shall be deemed to have waived all of his rights with respect to the Issuance, and the Company shall thereafter be free to issue Subject Securities in the Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1.

(b) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment.

(c) Time Limitation. If at the end of the 180th day following the date of the effectiveness of the Participation Notice the Company has not completed the Issuance, each Participating Buyer shall be released from his obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1.

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6.1.3 Other Securities. The Company may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including, without limitation, debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Buyers, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities.

6.1.4 Certain Legal Requirements. In the event that the participation in the Issuance by a holder of Shares as a Participating Buyer would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information regarding the Company or the securities, such holder of Shares shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

6.1.5 Further Assurances. Each Participation Offeree and each Stockholder to whom the Shares held by such Participation Offeree were originally issued, shall, whether in his capacity as a Participating Buyer, Stockholder, officer or director of the Company, or otherwise, take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 6.1 and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Company and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer and Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which the Prospective Subscriber will be party.

6.1.6 Expenses. All reasonable costs and expenses incurred by the holders of Investor Shares or the Company in connection with any proposed Issuance of Subject Securities (whether or not consummated), including without limitation all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company. The reasonable fees and expenses of a single legal counsel representing any or all of the other holders of Shares in connection with such proposed Issuance of Subject Securities (whether or not

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consummated) shall be paid by the Company. Any other costs and expenses incurred by or on behalf of any other holder of Shares in connection with such proposed Issuance of Subject Securities (whether or not consummated) shall be borne by such holder.

6.1.7 Closing. The closing of an Issuance pursuant to Section 6.1 shall take place at such time and place as the Company shall specify by notice to each Participating Buyer. At the Closing of any Issuance under this Section 6.1.7, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or his designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

6.2. Post-Issuance Notice. Notwithstanding the notice requirements of Sections 6.1.1 and 6.1.2, the Company may proceed with any Issuance prior to having complied with the provisions of Section 6.1; provided that the Company shall:

(a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; and

(b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 6.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the aggregate number of shares issued pursuant to this Section 6.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

(c) keep such offer open for a period of ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 6.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 6.2 with respect to such Issuance).

6.3. Excluded Transactions. Notwithstanding the preceding provisions of this Section 6, the preceding provisions of this Section 6 shall not restrict:

6.3.1 Any Issuance of Stock upon the exercise or conversion of any Stock, Options, Warrants or Convertible Securities outstanding on the date hereof or Issued after the date hereof in compliance with the provisions of this Section 6;.

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6.3.2 Any Issuance of shares of Stock, Options, Warrants or Convertible Securities to officers, employees, directors or consultants of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;

6.3.3 Any Issuance of shares of Stock, Options, Warrants or Convertible Securities in connection with (i) any business combination or acquisition transaction involving the Company or any of its subsidiaries, (ii) any joint venture or strategic partnership or (iii) the incurrence or guarantee of indebtedness by the Company or any of its subsidiaries;

6.3.4 Any Issuance of Stock pursuant to a Public Offering;

6.3.5 The Issuance of Shares to the Investors, Other Investors and Managers in connection with the Closing; or

6.3.6 Any Issuance of shares of Stock in connection with any stock split, stock dividend, stock combination or stock reclassification.

6.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities. In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Common Stock issuable upon exercise, conversion or exchange of any Options, Warrants or Convertible Securities, the number of shares (or Equivalent Shares, if applicable) of Subject Securities (and Other Securities, if applicable) which the holders of such Options, Warrants or Convertible Securities, as the case may be, shall be entitled to purchase pursuant to Section 6.1, if any, shall be reduced, share for share, by the amount of any such increase.

6.5. Acquired Shares. Any Subject Securities constituting Common Stock acquired by any holder of Shares pursuant to this Section 6 shall be deemed for all purposes hereof to be Investor Shares, Other Investor Shares or Management Shares hereunder of like kind with the Shares then held by the acquiring holder.

6.6. Period. The foregoing provisions of this Section 6 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

7. REGISTRATION RIGHTS. The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each holder of Shares will perform and comply with such of the following provisions as are applicable to such holder.

7.1. Demand Registration Rights for Investor Shares.

7.1.1 General. One or more holders of Investor Shares representing at least 25% of the total amount of Investor Shares then outstanding (“Initiating Investors”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of

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all or a specified part of the Registrable Securities held by such Initiating Investors (for purposes of this Agreement, “Registrable Investor Securities” shall mean Registrable Securities constituting Investor Shares). The Company will then use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 7.2 or by other holders of Registrable Investor Securities by notice delivered to the Company within 20 days after the Company has given the notice required by Section 7.2.1 (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 7.1.1:

(a) Upon the request of the Company, provided that the Company shall be entitled to make such request only once per any 365 day period, in which case the Company may delay such registration until the later of (i) the 30th day following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (other than a Rule 145 Transaction, or a registration relating solely to employee benefit plans) or (ii) the expiration of any lock-up agreement between the Investors or the Company and the underwriter; or

(b) On any form other than Form S-3 (or any successor form) if the Company has previously effected three or more registrations of Registrable Securities under this Section 7.1.1 on any form other than Form S-3 (or any successor form); provided, however, that no registrations of Registrable Securities which shall not have become and remained effective in accordance with the provisions of this Section 7 and no registrations of Registrable Securities pursuant to which the Initiating Investors and all other holders of Registrable Investor Securities joining therein are not able to include at least 90% of the Registrable Securities which they desired to include, shall be included in the calculation of numbers of registrations contemplated by this clause (b).

7.1.2 Form. Except as otherwise provided above, each registration requested pursuant to Section 7.1.1 shall be effected by the filing of a registration statement on Form S-1 (or any other form which includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted), unless the use of a different form has been agreed to in writing by holders of at least a majority of the Registrable Investor Securities to be included in the proposed registration statement in question (the “Majority Participating Investors”).

7.1.3 Payment of Expenses. The Company shall pay all reasonable expenses of holders of Investor Shares incurred in connection with each registration of Registrable Securities requested pursuant to this Section 7.1, which shall include one legal counsel reasonably acceptable to the Company, other than underwriting discount and commission, if any, and applicable transfer taxes, if any.

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7.1.4 Additional Procedures. In the case of a registration pursuant to Section 7.1 hereof, whenever the Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to holders of Registrable Securities referred to in Section 7.2. In such event, the right of any holder of Registrable Securities to have securities owned by such holder included in such registration pursuant to Section 7.1 shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Majority Participating Investors and such holder). If requested by such underwriters, the Company together with the holders of Registrable Securities proposing to distribute their securities through such underwriting will enter into an underwriting agreement with such underwriters for such offering containing such representations and warranties by the Company and such holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

7.2. Piggyback Registration Rights.

7.2.1 Piggyback Registration.

(a) General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form which would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of an Investor or an Affiliated Fund (pursuant to Section 7.1 or otherwise) for sale in a Public Offering, the Company will give notice to all holders of Registrable Securities of its intention to do so. Any such holder may, by written response delivered to the Company within 20 days after the effectiveness of such notice, request that all or a specified part of the Registrable Securities held by such holder be included in such registration. The Company thereupon will use its reasonable efforts to cause to be included in such registration under the Securities Act all shares of Common Stock which the Company has been so requested to register by such holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or other holders of shares of Common Stock in such Public Offering) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 7.2 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 7.1 hereof.

(b) Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 7.2 incidental to the registration of any of its securities in connection with:

(i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;

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(ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses; or

(iii) The Initial Public Offering, unless (i) such offering shall have been initiated by the Investors pursuant to Section 7.1.1 or (ii) one or more Investors shall have requested that all or a specified part of its Registrable Securities be included in such offering pursuant to this Section 7.2.1.

7.2.2 Payment of Expenses. The Company shall pay all reasonable expenses of a single legal counsel representing any and all holders of Registrable Securities incurred in connection with each registration of Registrable Securities requested pursuant to this Section 7.2.

7.2.3 Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 7.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Shares in such Public Offering, including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Shares included in the offering or (ii) such holder’s net proceeds from such offering.

7.3. Certain Other Provisions.

7.3.1 Underwriter’s Cutback. In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in

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whole or in part, under this Section 7.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require a different allocation: shares, other than Registrable Securities, requested to be included in such registration by shareholders shall be excluded unless the Company has, with the consent of the Majority Investors, granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback; and, if a limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, any Charitable Organization to which any of the foregoing shall have contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 7.1.1 or 7.2.1.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Investors.

7.3.2 Other Actions. If and in each case when the Company is required to use its best efforts to effect a registration of any Registrable Securities as provided in this Section 7, the Company shall take appropriate and customary actions in furtherance thereof, including, without limitation: (a) promptly filing with the Commission a registration statement and using reasonable efforts to cause such registration statement to become effective, (b) preparing and filing with the Commission such amendments and supplements to such registration statements as may be required to comply with the Securities Act and to keep such registration statement effective for a period not to exceed 270 days from the date of effectiveness or such earlier time as the Registrable Securities covered by such registration statement shall have been disposed of in accordance with the intended method of distribution therefor or the expiration of the time when a prospectus relating to such registration is required to be delivered under the Securities Act, (c) use its best efforts to register or qualify such Registrable Securities under the state securities or

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“blue sky” laws of such jurisdictions as the sellers shall reasonably request; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it would not otherwise be so subject; and (d) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the holders of Registrable Securities in connection with, such registration.

7.3.3 Selection of Underwriters and Counsel. The underwriters and legal counsel to be retained in connection with any Public Offering shall be selected by the Board or, in the case of an offering following a request therefor under Section 7.1.1, the Initiating Investors, reasonably acceptable to the Company.

7.3.4 Lock-Up. Without the prior written consent of the underwriters managing any Public Offering, for a period beginning seven days immediately preceding and ending on the 90th day (or in the case of the Initial Public Offering, 180^th day) following the effective date of the registration statement used in connection with such offering, neither the Company nor any holder of Shares (whether or not a selling shareholder pursuant to such registration statement) shall (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such Common Stock or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Initial Public Offering, (ii) Transfers to a Permitted Transferee of such holder in accordance with the terms of this Agreement, (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder or (iv) during the period preceding the execution of the underwriting agreement in connection with an underwritten offering, Transfers to a Charitable Organization.

7.4. Indemnification and Contribution.

7.4.1 Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 7 or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including, without limitation, reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), each of the Company, Intermediate Holdco and CRC will, and hereby does, and each will cause each

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of its subsidiaries, jointly and severally, to indemnify and hold harmless each seller of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect partners, advisory board members, directors, officers, trustees, members and shareholders, and each other Person, if any, who controls any such seller or any such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any registration statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including without limitation reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that none of the Company, Intermediate Holdco or CRC, nor any of their respective subsidiaries, shall be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or proceeding arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company, Intermediate Holdco, CRC or to any of their respective subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 7.4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities.

7.4.2 Indemnities to the Company. The Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Section 7, that the Company and any of its subsidiaries shall have

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received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including, without limitation, reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities.

7.4.3 Contribution. If the indemnification provided for in Sections 7.4.1 or 7.4.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 7.4 (an “Indemnitee”) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder shall, in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 7.4.3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 7.4.3 shall include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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7.4.4 Limitation on Liability of Holders of Registrable Securities. The liability of each holder of Registrable Securities in respect of any indemnification or contribution obligation of such holder arising under this Section 7.4 shall not in any event exceed an amount equal to the net proceeds to such holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such holder pursuant to such registration.

8. REMEDIES.

8.1. Generally. The Company and each holder of Shares shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder by the Company or any holder of Shares. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including, without limitation, preliminary or temporary relief) as may be appropriate in the circumstances.

8.2. Deposit. Without limiting the generality of Section 8.1, if any holder of Shares fails to deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 or 5 hereof, such purchaser may, at its option, in addition to all other remedies it may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”) and the Company shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed), such purchaser shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser) to such holder.

9. LEGENDS.

9.1. Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

The voting of the shares of stock represented by this certificate, and the sale, encumbrance or other disposition thereof, are subject to the provisions of a Stockholders Agreement to which the issuer and certain of its stockholders are party, a copy of which may be inspected at the principal office of the issuer or obtained from the issuer without charge.

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Each certificate representing Investor Shares shall also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Investor:                         .

Each certificate representing Other Investor Shares shall also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Other Investor:                         .

Each certificate representing Management Shares shall also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Manager:                         .

Any person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2. 1933 Act Legends. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.

9.3. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

9.4. Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

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10. AMENDMENT, TERMINATION, ETC.

10.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

10.2. Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Investors; provided, however, that (a) the consent of the Majority Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a disproportionate and material adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement and (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a disproportionate and material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

10.3. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

11. DEFINITIONS. For purposes of this Agreement:

11.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 11:

(a) The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(b) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(c) The masculine, feminine and neuter genders shall each include the other.

11.2. Definitions. The following terms shall have the following meanings:

“Adverse Claim” shall have the meaning set forth in Section 8-302 of the applicable Uniform Commercial Code.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such

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Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) with respect to any natural Person, any Member of the Immediate Family of such natural Person.

“Affiliated Fund” shall mean each corporation, trust, limited liability company, general or limited partnership or other entity under common control with any Investor or that receives investment advice from the investment adviser to any Investor or an investment adviser affiliated with such investment adviser.

“Agreement” shall have the meaning set forth in the Preamble.

“Board” shall have the meaning set forth in Section 2.1.

“Call Notice” shall have the meaning set forth in Section 5.1.3.

“Cause” with respect to any holder of Management Shares, a termination by the Company of such Manager’s employment with the Company or an Affiliate of the Company or a termination by such Manager of the Manager’s employment with the Company or an Affiliate of the Company, in either case following the occurrence of any of the following events: (i) the willful failure by the Manager to substantially perform his duties with the Company or any Affiliate (other than any such failure due to the Manager’s physical or mental illness); (ii) the Manager’s gross negligence, gross or willful misconduct or illegal conduct in the performance of his or her duties for the Company or any Affiliate which has resulted in or is reasonably expected to result in injury to the Company or any Affiliate; (iii) the Manager’s conviction of, or entering a plea of guilty or nolo contendere to, a misdemeanor involving theft or embezzlement, or a felony; or (iv) the breach by the Manager of any obligations under any written agreement or covenant with the Company or any of its Affiliates which breach has resulted in or is reasonably expected to result in injury to the Company or any Affiliates. Notwithstanding the foregoing, if the Manager is party to an employment or severance agreement with the Company that contains a definition of cause, such definition shall apply (in the case of such Manager) in lieu of the definition set forth in the preceding sentence.

“Change of Control” shall mean (a) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board or (b) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, the Investors and their Affiliates shall own less than 25% of the Equivalent Shares.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $.001 per share of the Company.

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“Class L Stock” shall mean the Class L Common Stock, par value $.001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 1.1.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company including without limitation the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Common Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock.

“Cost” shall mean, for any security, the price paid to the issuer for such security.

“Covered Person” shall have the meaning set forth in Section 7.4.1.

“CRC” shall have the meaning set forth in the Preamble.

“Determination Time” shall have the meaning set forth in Section 3.3.

“Drag Along Notice” shall have the meaning set forth in Section 4.2.1.

“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Common Stock, such number of shares of Common Stock, (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Investor Shares or Other Investor Shares, the maximum number of shares of Common Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined) and (c) as to any outstanding Rollover Options, the maximum number of shares of Common Stock for which or into which such Rollover Options may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Escrow Agent” shall have the meaning set forth in Section 8.2.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time to time.

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“Fair Market Value” shall mean, as of any date, as to any share of Common Stock, the Board’s good faith determination of the fair value of such share as of the applicable reference date.

“Indemnitee” shall have the meaning set forth in Section 7.4.3.

“Initial Public Offering” means the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investors” shall have the meaning set forth in Section 7.1.1.

“Intermediate Holdco” shall have the meaning set forth in the Preamble.

“Investor Shares” shall mean (a) all shares of Common Stock originally issued to, or issued with respect to shares originally issued to, or held by, an Investor, whenever issued, including, without limitation, all shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to an Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

“Investors” shall have the meaning set forth in the Preamble.

“Issuance” shall have the meaning set forth in Section 6.

“Majority Investors” shall mean, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

“Majority Managers” shall mean, as of any date, the holders of a majority of the Management Shares outstanding on such date.

“Majority Other Investors” shall mean, as of any date, the holders of a majority of the Other Investor Shares outstanding on such date.

“Majority Participating Investors” shall have the meaning set forth in Section 7.2.1.

“Management Call Group” shall have the meaning set forth in Section 5.1.

“Management Call Notice” shall have the meaning set forth in Section 5.1.4.

“Management Call Option” shall have the meaning set forth in Section 5.1.

“Management Incentive Shares” shall mean those Management Shares held by a Manager pursuant to a grant under the Company’s 2006 Management Incentive Plan.

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“Management Shares” shall mean (a) all shares of Common Stock originally issued to, or issued with respect to shares originally issued to, or held by, a Manager, whenever issued, including without limitation all shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to a Manager (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except (i) for purposes of Section 6 and (ii) as otherwise specifically set forth herein).

“Managers” shall have the meaning set forth in the Preamble.

“Members of the Immediate Family” shall mean, with respect to any individual, each spouse or child or other descendants of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

“Merger” shall mean the merger of MergerCo with and into CRC as provided in the Merger Agreement.

“Merger Agreement” shall have the meaning set forth in the Recitals.

“MergerCo” shall have the meaning set forth in the Recitals.

“Option Shares” shall mean, with respect to a Manager or direct or indirect Permitted Transferee of a Manager, all or any portion of the Management Shares which were issued upon exercise of an Option held by such holder (or Permitted Transferee, if applicable).

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Common Stock.

“Other Investor Shares” shall mean (a) all shares of Common Stock originally issued to, or issued with respect to shares originally issued to, or held by, an Other Investor, whenever issued, including without limitation all shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to an Other Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

“Other Investors” shall have the meaning set forth in the Preamble.

“Other Securities” shall have the meaning set forth in Section 6.1.3.

“Participating Buyer” shall have the meaning set forth in Section 6.1.2.

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“Participating Seller” shall have the meaning set forth in Section 4.1.2 and 4.2.1.

“Participation Notice” shall have the meaning set forth in Section 6.1.1.

“Participation Offerees” shall have the meaning set forth in Section 6.1.1.

“Participation Portion” shall have the meaning set forth in Section 6.1.1.

“Permitted Transferee” shall have the meaning set forth in Section 3.1.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities or Options which are the subject of an Issuance pursuant to Section 6 hereof.

“Prospective Buyer” shall mean any Person proposing to purchase shares from a Prospective Selling Investor.

“Prospective Selling Investor” shall have the meaning set forth in Section 4.1 and 4.2.

“Prospective Subscriber” shall have the meaning set forth in Section 6.1.1.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Purchased Management Shares” shall mean, with respect to a Manager or direct or indirect Permitted Transferee of a Manager, all of the Management Shares which are not Options held by such holder (or Permitted Transferee, if applicable).

“Qualified Public Offering” shall mean a Public Offering, other than any Public Offering or sale pursuant to a registration statement on Form S-8 or comparable form, in which the aggregate price to the public of all such common stock sold in such offering shall exceed $50,000,000.

“Registrable Investor Securities” shall have the meaning set forth in Section 7.1.1.

“Registrable Securities” shall mean (a) all shares of Class A Stock, (b) all shares of Class A Stock issuable upon conversion of Shares of Class L Stock, (c) all shares of Class A Stock issuable upon exercise, conversion or exchange of any Option, Warrant or Convertible Security and (d) all shares of Class A Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a), (b) or (c) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (v) such shares shall have been Transferred

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in a Sale to which Section 4.1 or 4.2 apply, (w) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (x) such securities shall have been Transferred pursuant to Rule 144, (y) subject to the provisions of Section 10 hereof, such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration of them under the Securities Act, (z) such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144) or (zz) such securities shall have ceased to be outstanding.

“Regulation D” shall mean Regulation D under the Securities Act.

“Relative Ownership Percentage” shall have the meaning set forth in Section 3.3.

“Rollover Options” shall mean those Options granted to Managers in substitution for options of CRC granted to such Manager prior to the Merger.

“Rollover Option Shares” shall mean, at any time, any Option Shares that result from any Rollover Options.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Rule 145 Transaction” shall mean a registration on Form S-4 pursuant to Rule 145 of the Securities Act (or any successor Form or provision, as applicable).

“Sale” shall mean a Transfer for value.

“Sale Transaction” shall mean (i) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board, or (ii) a sale or transfer of all or substantially all of the Company’s assets to a Person who is not an Affiliate of the Company.

“Securities Act” shall mean the Securities Act of 1933, as in effect from time to time.

“Shares” shall mean all Investor Shares, Other Investor Shares and Management Shares.

“Stockholder Call Group” shall have the meaning set forth in Section 5.1.

“Stockholders” shall have the meaning set forth in the Preamble.

“Subject Securities” shall have the meaning set forth in Section 6.

“Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

“Tag Along Offerees” shall have the meaning set forth in Section 4.1.1.

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“Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1.

“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Common Stock.

12. MISCELLANEOUS.

12.1. Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. Except where the context otherwise requires, Acquisition shall be jointly and severally liable for all obligations of the Company pursuant to this Agreement.

12.2. Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission); or

(c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below

If to the Company, to them:

CRC Health Group, Inc.

20400 Stevens Creek Blvd, 6^th Floor

Cupertino, CA 95014

Attention: General Counsel

with a copy to:

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DLA Piper Rudnick Gray Cary US, LLP

2000 University Avenue

East Palo Alto, CA 94303

Attention: Bruce Schaeffer

If to the Company or an Investor, to them:

c/o Bain Capital Partners, LLC

111 Huntington Ave.

Boston, MA 02199

Attention: John Connaughton, Steve Barnes, and Chris Gordon

with a copy to:

Ropes & Gray

One International Place

Boston, Massachusetts 02110

Attention: Alfred O. Rose, Esq.

If to an Other Investor or a Manager, to him at the address set forth in the stock record book of the Company.

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date received, if personally delivered, (b) two business days after being sent by Federal Express, DHL or UPS and (c) three business days after deposit with the U.S. Postal Service, if sent by registered or certified mail. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12.3. Binding Effect, Etc. Except for restrictions on Transfer of Shares set forth in other agreements, plans or other documents, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

12.4. Descriptive Headings. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

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12.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

12.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

13. GOVERNING LAW.

13.1. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13.2 hereof is reasonably calculated to give actual notice.

13.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO

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HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	CRC HEALTH GROUP, INC.
	By:	/s/ Kevin Hogge
	Name:	Kevin Hogge
	Title:	Chief Financial Officer
INTERMEDIATE HOLDCO:	CRC INTERMEDIATE HOLDINGS, INC.
	By:	/s/ Kevin Hogge
	Name:	Kevin Hogge
	Title:	Chief Financial Officer
CRC:	CRC HEALTH CORPORATION
	By:	/s/ Kevin Hogge
	Name:	Kevin Hogge
	Title:	Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

Shareholder Agreement

THE INVESTORS:	BAIN CAPITAL FUND VIII, LLC
	By: Bain Capital Fund VIII, L.P., its sole member
	By: Bain Capital Partners VIII, L.P., its general partner
	By: Bain Capital Investors, LLC, its general partner
	By:	/s/ John Connaughton
	Name:	John Connaughton
	Title:	Managing Director
	BAIN CAPITAL COINVESTMENT FUND VIII, LLC
	By: Bain Capital VIII Coinvestment Fund, L.P., its sole member
	By: Bain Capital Partners VIII, L.P., its general partner
	By: Bain Capital Investors, LLC, its general partner
	By:	/s/ John Connaughton
	Name:	John Connaughton
	Title:	Managing Director
	BCIP ASSOCIATES-G
	By: Bain Capital Investors, LLC, its managing partner
	By:	/s/ John Connaughton
	Name:	John Connaughton
	Title:	Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

Shareholder Agreement

BCIP ASSOCIATES III, LLC
By: BCIP Associates III, its manager
By: Bain Capital Investors, LLC, its managing partner
By:	/s/ John Connaughton
Name:	John Connaughton
Title:	Managing Director
BCIP T ASSOCIATES III, LLC
By: Bain Trust Associates III, its manager
By: Bain Capital Investors, LLC, its managing partner
By:	/s/ John Connaughton
Name:	John Connaughton
Title:	Managing Director
BCIP ASSOCIATES III-B, LLC
By: BCIP Associates III-B, its manager
By: Bain Capital Investors, LLC, its managing partner
By:	/s/ John Connaughton
Name:	John Connaughton
Title:	Managing Director
BCIP T ASSOCIATES III-B, LLC
By: BCIP Trust Associates III-B, its manager
By: Bain Capital Investors, LLC, its managing partner
By:	/s/ John Connaughton
Name:	John Connaughton
Title:	Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

Shareholder Agreement

THE OTHER INVESTORS:	RGIP, LLC
	By:	/s/ R. Bradford Malt
	Name:	R. Bradford Malt
	Title:	Managing Member

[SIGNATURES CONTINUED ON NEXT PAGE]

Shareholder Agreement

MANAGEMENT:
	/s/ Dr. Barry Karlin
	Dr. Barry Karlin

Shareholder Agreement

EX-10.7

Exhibit 10.7

CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.)

February 6, 2006

[Executive]

[Address]

[Town, State Zip]

Re: Fair Market Value Determination of Shares

Dear [Executive First Name]:

You are party to that certain Stockholders Agreement (the “Stockholders Agreement”) among CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.) (the “Company”), CRC Intermediate Holdings, Inc., CRC Health Corporation (f/k/a CRC Health Group, Inc.) and the Investors, Other Investors and Managers named therein, dated as of the date hereof and as amended from time to time. The Company wishes to provide you with certain rights in addition to those contained in the Stockholders Agreement with respect to the determination of the Fair Market Value of your Shares in the event that the Company exercises its rights to call those Shares pursuant to Section 5 of the Stockholders Agreement. Capitalized terms used, and not defined, in this letter have the meanings provided in the Stockholders Agreement

If (i) the Board determines in good faith that the Fair Market Value of any Shares held by you or your Permitted Transferees that are subject to a Management Call Notice, is below your cost of such Shares, (ii) you request an independent appraisal to review the Fair Market Value of such Shares within 10 business days after you receive notice from the Company of such determination by the Board and (iii) the Chief Executive Officer of the Company consents to your request, then you shall submit to the Company your statement of the Fair Market Value of the Shares and the Company shall select a recognized investment banking or accounting firm, reasonably acceptable to you, to review the two proposals. Such firm shall be instructed to, within 20 business days of appointment, appraise and determine the Fair Market Value of the Shares, which determination shall be final and binding upon you and the Company. The fees and expenses of such investment banking or accounting firm shall be paid by the party whose proposal for the Fair Market Value of the Shares is farthest (on an absolute basis) from the Fair Market Value of the Shares as finally determined by the investment banking or accounting firm. The purchase and sale of the Shares may be delayed until 30 days after the determination of Fair Market Value hereunder.

This letter agreement, the rights of the parties and all actions arising in whole or in part under or in connection herewith, shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

If the terms of this letter agreement are acceptable to you, please sign in the appropriate space below to indicate your agreement to the terms herein and return an executed copy of this letter to Pam Burke, the Company’s general counsel, whereupon this letter shall become a binding agreement between you and the Company.

Very truly yours,

CRC HEALTH GROUP, INC. (F/K/A CRCA HOLDINGS, INC.)
By:
Name:	Dr. Barry Karlin
Title:	Chief Executive Officer

Agreed and confirmed this 6th day of February, 2006:

Name

EX-10.8

Exhibit 10.8

Adopted as of February 6, 2006

CRC HEALTH GROUP, INC.

2006 EXECUTIVE INCENTIVE PLAN

1. DEFINED TERM

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2. PURPOSE

The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Stock-based and other incentive Awards. Awards under the Plan are intended to align the incentives of the Company’s executives and investors and to improve the performance of the Company. Unless the Administrator determines otherwise, Awards to be granted under this Plan are expected to be substantially in the form attached hereto as Exhibit B. Unless the Administrator determines otherwise, Awards under the Plan are intended to be exempt from registration under the Securities Act of 1933, as amended, either because they constitute private placements under Regulation D or because they are exempt offers pursuant to a compensatory benefit plan in accordance with Rule 701. Unless the Administrator determines otherwise, Awards granted under the Plan are intended to qualify as a limited offer under Section 25102(f) of the California Corporations Code.

3. ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Except as otherwise provided by the express terms of an Award Agreement, all determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4. LIMITS ON AWARDS UNDER THE PLAN

(a) Number of Shares. A maximum of 1,005,501 shares of Class A Common and 111,723 shares of Class L Common, in each case pursuant to substitution options granted on February 6, 2006, and, in addition, an aggregate maximum of 5,374,051 shares of Class A Common and 597,117 shares of Class L Common may be delivered in satisfaction of Awards under the Plan and the Company’s 2006 Management Incentive Plan. The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of the preceding sentence, be determined net of shares of Stock withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award. The limits set forth in this Section 4(a) shall be construed to comply with Section 422 of the Code and the regulations thereunder. To the extent consistent with the requirements of Section 422 of the Code and regulations thereunder, Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan.

(b) Type of Shares. Stock delivered under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company or any of its subsidiaries. No fractional shares of Stock will be delivered under the Plan.

5. ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6. RULES APPLICABLE TO AWARDS

(a) All Awards

(1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein, and shall furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Award. By entering into an Award Agreement, the Participant agrees to the terms of the Award and of the Plan, to the extent not inconsistent with the express terms of the Award Agreement. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2) Transferability. Neither ISOs, nor, except as the Administrator otherwise expressly provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by the Participant.

(3) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases: Immediately upon the cessation of Employment, an Award requiring exercise will cease to be exercisable and will terminate, and all other Awards to the extent not already vested will be forfeited, except that:

(A) subject to (B) and (C) below, all Stock Options and other Awards requiring exercise held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the shorter of (i) a period of three months or (ii) the period ending on the latest date on which such Award could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate;

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(B) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death or disability, to the extent then exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Participant’s death or disability, as the case may be, or (ii) the period ending on the latest date on which such Award could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and

(C) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

(4) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

(5) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued Employment with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of potential appreciation in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or its Affiliate to the Participant.

(6) Stockholders Agreement. Unless otherwise specifically provided, all Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement.

(7) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such Awards shall be construed accordingly. Granted Awards may be modified at any time, in the Administrator’s discretion, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code.

(b) Awards Requiring Exercise

(1) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

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(2) Exercise Price. The Administrator will determine the exercise price, if any, of each Award requiring exercise. Unless the Administrator determines otherwise, and in all events in the case of a Stock Option (except as otherwise permitted pursuant to Section 7(b)(1) hereof), the exercise price of an Award requiring exercise will not be less than the fair market value of the Stock subject to the Award, determined as of the date of grant, and in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, the exercise price will not be less than 110% of the fair market value of the Stock subject to the Award, determined as of the date of grant.

(3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or (b) if so permitted by the Administrator, (i) through the delivery of shares of Stock that have a fair market value equal to the exercise price, except where payment by delivery of shares would adversely affect the Company’s results of operations under Generally Accepted Accounting Principles or where payment by delivery of shares outstanding for less than six months would require application of securities laws relating to profit realized on such shares, (ii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (b)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

(4) ISOs. No ISO may be granted under the Plan after February 6, 2016, but ISOs previously granted may extend beyond that date.

(5) Stock Options etc. Except as determined by the Administrator, no Stock Option shall be exercisable as to Shares of a single class but instead shall be exercisable only as to Units.

(c) Awards Not Requiring Exercise

Awards of Restricted Stock and Unrestricted Stock, whether delivered outright or under Awards of Stock Units or other Awards that do not require exercise, may be made in exchange for such lawful consideration, including services, as the Administrator determines.

7. EFFECT OF CERTAIN TRANSACTIONS

(a) Except as otherwise provided in an Award Agreement:

(1) Assumption or Substitution. In the event of a Corporate Transaction in which there is an acquiring or surviving entity, the Administrator may, unless the Administrator determines that doing so is inappropriate or unfeasible, provide for the continuation or assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or any entity controlling, controlled by or under common control with the acquiror or survivor, in each case on such terms and subject to such conditions (including vesting or other restrictions) as the Administrator determines are appropriate. Unless the Administrator determines otherwise, the continuation or assumption shall be done on terms and conditions consistent with Section 409A of the Code.

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(2) Acceleration of Certain Awards. In the event of a Corporate Transaction (whether or not there is an acquiring or surviving entity) in which there is no assumption or substitution as to some or all outstanding Awards, the Administrator may provide (unless the Administrator determines otherwise, on terms and conditions consistent with Section 409A of the Code) for (i) treating as satisfied any vesting condition on any such Award or for (ii) the accelerated delivery of shares of Stock issuable under each such Award consisting of Restricted Stock Units, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the issuance of the shares, as the case may be, to participate as a stockholder in the Corporate Transaction.

(3) Termination of Awards. Except as otherwise provided in an Award Agreement, each Award (unless assumed pursuant to the Section 7(a)(1)), will terminate upon consummation of the Corporate Transaction, provided that Restricted Stock Units accelerated pursuant to clause (ii) of Section 7(a)(2) shall be treated in the same manner as other shares of Stock (subject to Section 7(a)(4)).

(4) Additional Limitations. Any share of Stock delivered pursuant to Section 7(a)(2) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse in connection with the Corporate Transaction. In the case of Restricted Stock, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of Stock in connection with the Corporate Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(b) Changes In, Distributions With Respect To And Redemptions Of The Stock

(1) Basic Adjustment Provisions. In the event of any stock dividend or other similar distribution of stock or other securities of the Company, stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event, the Administrator shall, as appropriate in order to prevent enlargement or dilution of benefits intended to be made available under the Plan, make proportionate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a) and shall also make appropriate, proportionate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. Unless the Administrator determines otherwise, any adjustments hereunder shall be done on terms and conditions consistent with Section 409A of the Code.

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in paragraph (1) above to take into account distributions to

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stockholders or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422 of the Code, where applicable.

(3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8. LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company shall use best efforts to ensure, prior to delivering shares of Stock pursuant to the Plan or removing any restriction from shares of Stock previously delivered under the Plan, that (a) all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved, and (b) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance. Neither the Company nor any Affiliate will be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until the conditions set forth in the preceding sentence have been satisfied and all other conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

9. AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. The Administrator expressly reserves the right to amend or alter the terms of any Award if such Award or a portion thereof would be reasonably likely to be treated as a “liability award” under guidance issued or provided by the Financial Accounting Standards Board (FASB), provided that the Administrator may not make any such amendment or alteration unless the Chief Executive Officer of the Company has provided prior written consent thereto. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code), as determined by the Administrator.

10. OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the right of the Company or an Affiliate to Award a person bonuses or other compensation in addition to Awards under the Plan.

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11. WAIVER OF JURY TRIAL

(a) Waiver of Jury Trial. By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative or attorney of the Company or any Affiliate has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

(b) Arbitration. In the event the waiver in Section 11(a) is held to be invalid or unenforceable, if requested by the Company, the parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Plan or any Award hereunder promptly by negotiations between themselves or their representatives who have authority to settle the controversy. If the matter has not been resolved within sixty (60) days of the initiation of such procedure, the Company may require that the parties submit the controversy to arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate incentive plans of the type provided for in this Plan and who is chosen by the AAA. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Cupertino, California, or any other location mutually agreed to between the parties. The arbitrator shall apply the law as established by decisions of the Delaware federal and/or state courts in deciding the merits of claims and defenses under federal law or any state or federal anti-discrimination law. The arbitrator is required to state, in writing, the reasoning on which the award rests. Notwithstanding the foregoing, this paragraph shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate.

12. GOVERNING LAW

Except as otherwise provided by the express terms of an Award Agreement, the provisions of the Plan and of Awards under the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware.

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EXHIBIT A

Definitions of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”: The Board or, if one or more has been appointed, the Committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate.

“Affiliate”: Any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity being treated as one employer under Section 414(b) or Section 414(c) of the Code, except that in determining eligibility for the grant of a Stock Option by reason of service for an Affiliate, Sections 414(b) and 414(c) of the Code shall be applied by substituting “at least 50%” for “at least 80%” under Section 1563(a)(1), (2) and (3) of the Code and Treas. Regs. § 1.414(c)-2; provided, that to the extent permitted under Section 409A of the Code, “at least 20%” shall be used in lieu of “at least 50%”; and further provided, that the lower ownership threshold described in this definition (50% or 20% as the case may be) shall apply only if the same definition of affiliation is used consistently with respect to all compensatory stock options or stock awards (whether under the Plan or another plan). The Company may at any time by amendment provide that different ownership thresholds (consistent with Section 409A of the Code) apply but any such change shall not be effective for twelve (12) months. In addition, any Affiliate must also meet the requirements of subsection (c) under Rule 701.

“Award”: Any or a combination of the following:

(i) Stock Options;

(ii) Restricted Stock;

(iii) Unrestricted Stock;

(iv) Stock Units, including Restricted Stock Units;

(v) Awards (other than Awards described in (i) through (iv) above) that are convertible into or exchangeable for Stock on such terms and conditions as the Administrator determines;

(vi) Performance Awards; and/or

(vii) Current or deferred grants of cash (which the Company may make payable by any of its direct or indirect subsidiaries) or loans, made in connection with other Awards.

“Award Agreement”: A written agreement between the Company and the Participant evidencing the Award.

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“Board”: The Board of Directors of CRC Health Group, Inc.

“Cause”: In the case of any Participant, a termination by the Company or an Affiliate of the Participant’s Employment or a termination by the Participant of the Participant’s Employment, in either case following the occurrence of any of the following events: (i) the willful failure by the Participant to substantially perform his duties with the Company or any Affiliate (other than any such failure due to the Participant’s physical or mental illness); (ii) the Participant’s gross negligence, gross or willful misconduct or illegal conduct in the performance of his or her duties for the Company or any Affiliate which has resulted in or is reasonably expected to result in injury to the Company or any Affiliate; (iii) the Participant’s conviction of, or entering a plea of guilty or nolo contendere to, a misdemeanor involving theft or embezzlement, or a felony; or (iv) the breach by the Participant of any obligations under any written agreement or covenant with the Company or any of its Affiliates which breach has resulted in or is reasonably expected to result in injury to the Company or any Affiliates. Notwithstanding the foregoing, if the Participant is party to an employment or severance agreement with the Company that contains a definition of cause, such definition shall apply (in the case of such Participant) in lieu of the definition set forth in the preceding sentence.

“Class A Common”: Class A Common Stock of CRC Health Group, Inc., par value $.001 per share or another class of Class A Common Stock of the Company as designated by the Board.

“Class L Common”: Class L Common Stock of CRC Health Group, Inc., par value $.001 per share.

“Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect. For the avoidance of doubt, any reference to any section of the Code includes reference to any regulations (including proposed or temporary regulations) promulgated under that section and any IRS guidance thereunder.

“Committee”: One or more committees of the Board.

“Company”: CRC Health Group, Inc., a Delaware corporation, formerly known as CRCA Holdings, Inc.

“Corporate Transaction”: Any of the following: any sale of all or substantially all of the assets of the Company, change in the ownership of the capital stock of the Company, reorganization, recapitalization, merger (whether or not the Company is the surviving entity), consolidation, exchange of capital stock of the Company or other restructuring involving the Company, provided, that, in each case, to the extent any amount constituting “nonqualified deferred compensation” subject to Section 409A of the Code would become payable under an Award by reason of a Corporate Transaction, it shall become payable only if the event or circumstances constituting the Corporate Transaction would also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v) of Section 409A of the Code.

“Employee”: Any person who is employed by the Company or an Affiliate.

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“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Unless the Administrator provides otherwise: A change in the capacity in which a Participant is employed by or renders services to the Company and/or its Affiliates, whether as an Employee, director, consultant or advisor, or a change in the entity by which the Participant is employed or to which the Participant rendered services, will not be deemed a termination of Employment so long as the Participant continues providing services in a capacity and to an entity described in Section 5. If a Participant’s relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant will be deemed to cease Employment when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.

“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.

“Participant”: A person who is granted an Award under the Plan.

“Performance Award”: An Award subject to Performance Criteria.

“Performance Criteria”: Specified criteria the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. If a Performance Award so provides, such criteria may be made subject to appropriate adjustments taking into account the effect of significant corporate transactions or similar events for the purpose of maintaining the probability that the specified criteria will be satisfied. Such adjustments shall be made only in the amount deemed reasonably necessary, after consultation with the Company’s accountants, to reflect accurately the direct and measurable effect of such event on such criteria.

“Plan”: CRC Health Group, Inc. 2006 Executive Incentive Plan as from time to time amended and in effect.

“Restricted Stock”: An Award of Stock for so long as the Stock remains subject to restrictions under this Plan or such Award requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.

“Stock”: Class A Common and Class L Common.

“Stockholders Agreement”: Stockholders Agreement, dated as of February 6, 2006, among the Company and certain Affiliates, stockholders and Participants.

“Stock Option”: An option entitling the recipient to acquire Units (or, to the extent permitted by Section 6(b)(5) hereof, shares of Stock) upon payment of the exercise price.

“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of the Stock in the future.

“Unit”: An undivided interest in 9 shares of Class A Common and 1 share of Class L Common, determined at the date of grant, as it may be adjusted as provided herein or in the Award Agreement.

“Unrestricted Stock”: An Award of Stock not subject to any restrictions under the Plan.

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EX-10.9

Exhibit 10.9

Adopted as of February 6, 2006

CRC HEALTH GROUP, INC.

2006 MANAGEMENT INCENTIVE PLAN

1. DEFINED TERM

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2. PURPOSE

The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Stock-based and other incentive Awards. Awards under the Plan are intended to compensate members of the Company’s management who contribute to the performance of the Company. Unless the Administrator determines otherwise, Awards to be granted under this Plan are expected to be substantially in the form attached hereto as Exhibit B. Unless the Administrator determines otherwise, Awards under the Plan are intended to be exempt from registration under the Securities Act of 1933, as amended, because they are exempt offers pursuant to a compensatory benefit plan in accordance with Rule 701. Unless the Administrator determines otherwise, Awards granted under the Plan are intended to be exempt from qualification under Section 25102(o) of the California Corporations Code.

3. ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Except as otherwise provided by the express terms of an Award Agreement, all determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4. LIMITS ON AWARDS UNDER THE PLAN

(a) Number of Shares. An aggregate maximum of 5,374,051 shares of Class A Common and 597,117 shares of Class L Common may be delivered in satisfaction of Awards under the Plan and the Company’s 2006 Executive Incentive Plan. The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of the preceding sentence, be determined net of shares of Stock withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award. The limits set forth in this Section 4(a) shall be construed to comply with Section 422 of the Code and the regulations thereunder. To the extent consistent with the requirements of Section 422 of the Code and regulations thereunder, Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan. Notwithstanding anything in this Section 4, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Awards

(together with options outstanding under any other stock plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45

(b) Type of Shares. Stock delivered under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company or any of its subsidiaries. No fractional shares of Stock will be delivered under the Plan.

5. ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6. RULES APPLICABLE TO AWARDS

(a) All Awards

(1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein, and shall furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Award. By entering into an Award Agreement, the Participant agrees to the terms of the Award and of the Plan, to the extent not inconsistent with the express terms of the Award Agreement. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2) Transferability. During the lifetime of the Participant, an Award shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Award shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Administrator, in its discretion, and set forth in the Award Agreement evidencing such Award, an Award (except for an ISO which shall only be assignable pursuant to the first two sentences of this Section 6(a)(2)) shall be assignable or transferable subject to the applicable limitations, if any, described in Section 260.140.41 of Title 10 of the California Code of Regulations, Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.

(3) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable; provided, however, that (i) no Award shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Award and (ii) with the

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exception of an Award granted to an officer, a director or a non-employee consultant of the Company (which Awards may become exercisable at whatever rate is determined by the Administrator), no Award shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective date of grant of such Award; provided that such Award may be subject to such reasonable forfeiture conditions as the Administrator may choose to impose and which are not inconsistent with Section 260.140.41 of the California Code of Regulations. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases: Immediately upon the cessation of Employment, an Award requiring exercise will cease to be exercisable and will terminate, and all other Awards to the extent not already vested will be forfeited, except that:

(A) subject to (B) and (C) below, all Stock Options and other Awards requiring exercise held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the shorter of (i) a period of three months or (ii) the period ending on the latest date on which such Award could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate;

(B) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death or disability, to the extent then exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Participant’s death or disability, as the case may be, or (ii) the period ending on the latest date on which such Award could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and

(C) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

(4) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

(5) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued Employment with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of potential appreciation in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or its Affiliate to the Participant.

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(6) Stockholders Agreement. Unless otherwise specifically provided, all Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement.

(7) Section 409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such Awards shall be construed accordingly. Granted Awards may be modified at any time, in the Administrator’s discretion, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code.

(b) Awards Requiring Exercise

(1) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

(2) Exercise Price. The Administrator will determine the exercise price, if any, of each Award requiring exercise. Except as otherwise permitted pursuant to Section 7(b)(1) hereof, (i) the exercise price of an Award requiring exercise will not be less than 100% of the fair market value of the Stock subject to the Award (to the extent consistent with Section 409A of the Code), determined as of the date of grant, and in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, the exercise price will not be less than 110% of the fair market value of the Stock subject to the Award, determined as of the date of grant and (ii) the purchase price of any Award not requiring exercise will not be less than 100% of the fair market value of the Stock subject to the Award, determined as of the date of grant.

(3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or (b) if so permitted by the Administrator, (i) through the delivery of shares of Stock that have a fair market value equal to the exercise price, except where payment by delivery of shares would adversely affect the Company’s results of operations under Generally Accepted Accounting Principles or where payment by delivery of shares outstanding for less than six months would require application of securities laws relating to profit realized on such shares, (ii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (b)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

(4) ISOs. No ISO may be granted under the Plan after February 6, 2016, but ISOs previously granted may extend beyond that date.

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(5) Stock Options etc. Except as determined by the Administrator, no Stock Option shall be exercisable as to Shares of a single class but instead shall be exercisable only as to Units.

(c) Awards Not Requiring Exercise

Awards of Restricted Stock and Unrestricted Stock, whether delivered outright or under Awards of Stock Units or other Awards that do not require exercise, may be made in exchange for such lawful consideration, including services, as the Administrator determines.

7. EFFECT OF CERTAIN TRANSACTIONS

(a) Except as otherwise provided in an Award Agreement:

(1) Assumption or Substitution. In the event of a Corporate Transaction in which there is an acquiring or surviving entity, the Administrator may, unless the Administrator determines that doing so is inappropriate or unfeasible, provide for the continuation or assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or any entity controlling, controlled by or under common control with the acquiror or survivor, in each case on such terms and subject to such conditions (including vesting or other restrictions) as the Administrator determines are appropriate. Unless the Administrator determines otherwise, the continuation or assumption shall be done on terms and conditions consistent with Section 409A of the Code.

(2) Acceleration of Certain Awards. In the event of a Corporate Transaction (whether or not there is an acquiring or surviving entity) in which there is no assumption or substitution as to some or all outstanding Awards, the Administrator may provide (unless the Administrator determines otherwise, on terms and conditions consistent with Section 409A of the Code) for treating as satisfied any vesting condition on any such Award on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the issuance of the shares, as the case may be, to participate as a stockholder in the Corporate Transaction.

(3) Termination of Awards. Except as otherwise provided in an Award Agreement, each Award (unless assumed pursuant to the Section 7(a)(1)), will terminate upon consummation of the Corporate Transaction.

(4) Additional Limitations. Any share of Stock delivered pursuant to Section 7(a)(2) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse in connection with the Corporate Transaction. In the case of Restricted Stock, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of Stock in connection with the Corporate Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

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(b) Changes In, Distributions With Respect To And Redemptions Of The Stock

(1) Basic Adjustment Provisions. In the event of any stock dividend or other similar distribution of stock or other securities of the Company, stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event, the Administrator shall, as appropriate in order to prevent enlargement or dilution of benefits intended to be made available under the Plan, make proportionate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a) and shall also make appropriate, proportionate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. Unless the Administrator determines otherwise, any adjustments hereunder shall be done on terms and conditions consistent with Section 409A of the Code.

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in paragraph (1) above to take into account distributions to stockholders or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422 of the Code, where applicable.

(3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8. LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company shall use best efforts to ensure, prior to delivering shares of Stock pursuant to the Plan or removing any restriction from shares of Stock previously delivered under the Plan, that (a) all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved, and (b) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance. Neither the Company nor any Affiliate will be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until the conditions set forth in the preceding sentence have been satisfied and all other conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

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9. AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code), as determined by the Administrator.

10. OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the right of the Company or an Affiliate to Award a person bonuses or other compensation in addition to Awards under the Plan.

11. WAIVER OF JURY TRIAL

(a) Waiver of Jury Trial. By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative or attorney of the Company or any Affiliate has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

(b) Arbitration. In the event the waiver in Section 11(a) is held to be invalid or unenforceable, if requested by the Company, the parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Plan or any Awards promptly by negotiations between themselves or their representatives who have authority to settle the controversy. If the matter has not been resolved within sixty (60) days of the initiation of such procedure, the Company may require that the parties submit the controversy to arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate incentive plans of the type provided for in this Plan and who is chosen by the AAA. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Cupertino, California, or any other location mutually agreed to between the parties. The arbitrator shall apply the law as established by decisions of the Delaware federal and/or state courts in deciding the merits of claims and defenses under federal law or any state or federal anti-discrimination law. The arbitrator is required to state, in writing, the reasoning on which the award rests. Notwithstanding the foregoing, this paragraph shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate.

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12. GOVERNING LAW

Except as otherwise provided by the express terms of an Award Agreement, the provisions of the Plan and of Awards under the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware.

13. MISCELLANEOUS PROVISIONS

(a) Requirement to Provide Information to Participants. The Company shall provide to each Participant and to each Participant who acquires Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

(b) Limitations on Timing of Awards. No Award granted to a Participant shall become vested or exercisable unless the Plan has been approved by the Company’s stockholders within 12 months before or after the date the Plan was adopted by the Board.

(c) Limitations Relating to Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall be determined in a manner not inconsistent with Section 260.140.50 of the California Code of Regulations and in a manner consistent with Section 409A of the Code.

(d) Voting Rights. Stock issued to a Participant pursuant to the Plan shall be subject to the rules regarding voting rights set forth in Section 260.140.1 of the California Code of Regulations.

(e) Term. The Plan will be deemed to terminate no later than 10 years from the earlier of the date the Plan was adopted by the Board or the date the Plan was approved by the Company’s stockholders.

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EXHIBIT A

Definitions of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”: The Board or, if one or more has been appointed, the Committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate.

“Affiliate”: Any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity being treated as one employer under Section 414(b) or Section 414(c) of the Code, except that in determining eligibility for the grant of a Stock Option by reason of service for an Affiliate, Sections 414(b) and 414(c) of the Code shall be applied by substituting “at least 50%” for “at least 80%” under Section 1563(a)(1), (2) and (3) of the Code and Treas. Regs. § 1.414(c)-2; provided, that to the extent permitted under Section 409A of the Code, “at least 20%” shall be used in lieu of “at least 50%”; and further provided, that the lower ownership threshold described in this definition (50% or 20% as the case may be) shall apply only if the same definition of affiliation is used consistently with respect to all compensatory stock options or stock awards (whether under the Plan or another plan). The Company may at any time by amendment provide that different ownership thresholds (consistent with Section 409A of the Code) apply but any such change shall not be effective for twelve (12) months. In addition, any Affiliate must also meet the requirements of subsection (c) under Rule 701

“Award”: Any or a combination of the following:

(i) Stock Options,

(ii) Restricted Stock, and/or

(iii) Unrestricted Stock.

“Award Agreement”: A written agreement between the Company and the Participant evidencing the Award.

“Board”: The Board of Directors of CRC Health Group, Inc.

“Cause”: In the case of any Participant, a termination by the Company or an Affiliate of the Participant’s Employment or a termination by the Participant of the Participant’s Employment, in either case following the occurrence of any of the following events: (i) the willful failure by the Participant to substantially perform his duties with the Company or any Affiliate (other than any such failure due to the Participant’s physical or mental illness); (ii) the Participant’s gross negligence, gross or willful misconduct or illegal conduct in the performance of his or her duties for the Company or any Affiliate which has resulted in or is reasonably expected to result in injury to the Company or any Affiliate; (iii) the Participant’s conviction of, or entering a plea of guilty or nolo contendere to, a misdemeanor involving theft or embezzlement, or a felony; or (iv) the breach by the Participant of any obligations under any

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written agreement or covenant with the Company or any of its Affiliates which breach has resulted in or is reasonably expected to result in injury to the Company or any Affiliates. Notwithstanding the foregoing, if the Participant is party to an employment or severance agreement with the Company that contains a definition of cause, such definition shall apply (in the case of such Participant) in lieu of the definition set forth in the preceding sentence.

“Class A Common”: Class A Common Stock of CRC Health Group, Inc., par value $.001 per share or another class of Class A Common Stock of the Company as designated by the Board.

“Class L Common”: Class L Common Stock of CRC Health Group, Inc., par value $.001 per share.

“Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect. For the avoidance of doubt, any reference to any section of the Code includes reference to any regulations (including proposed or temporary regulations) promulgated under that section and any IRS guidance thereunder.

“Committee”: One or more committees of the Board.

“Company”: CRC Health Group, Inc., a Delaware corporation, formerly known as CRCA Holdings, Inc.

“Corporate Transaction”: Any of the following: any sale of all or substantially all of the assets of the Company, change in the ownership of the capital stock of the Company, reorganization, recapitalization, merger (whether or not the Company is the surviving entity), consolidation, exchange of capital stock of the Company or other restructuring involving the Company, provided, that, in each case, to the extent any amount constituting “nonqualified deferred compensation” subject to Section 409A of the Code would become payable under an Award by reason of a Corporate Transaction, it shall become payable only if the event or circumstances constituting the Corporate Transaction would also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v) of Section 409A of the Code.

“Employee”: Any person who is employed by the Company or an Affiliate.

“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Unless the Administrator provides otherwise: A change in the capacity in which a Participant is employed by or renders services to the Company and/or its Affiliates, whether as an Employee, director, consultant or advisor, or a change in the entity by which the Participant is employed or to which the Participant rendered services, will not be deemed a termination of Employment so long as the Participant continues providing services in a capacity and to an entity described in Section 5. If a Participant’s relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant will be deemed to cease Employment when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.

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“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.

“Participant”: A person who is granted an Award under the Plan.

“Plan”: CRC Health Group, Inc. 2006 Management Incentive Plan as from time to time amended and in effect.

“Restricted Stock”: An Award of Stock for so long as the Stock remains subject to restrictions under this Plan or such Award requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Stock”: Class A Common and Class L Common.

“Stockholders Agreement”: Stockholders Agreement, dated as of February 6, 2006, among the Company and certain Affiliates, stockholders and Participants.

“Stock Option”: An option entitling the recipient to acquire Units (or, to the extent permitted by Section 6(b)(5) hereof, shares of Stock) upon payment of the exercise price.

“Unit”: An undivided interest in 9 shares of Class A Common and 1 share of Class L Common, determined at the date of grant, as it may be adjusted as provided herein or in the Award Agreement.

“Unrestricted Stock”: An Award of Stock not subject to any restrictions under the Plan.

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EX-10.10

Exhibit 10.10

Final Form

SENIOR EXECUTIVE OPTION CERTIFICATE

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein.

CRC HEALTH GROUP, INC.

STOCK OPTION

CERTIFICATE

This stock option (the “Agreement”) is granted by CRC Health Group, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2006 Executive Incentive Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean February 6, 2006.

1. Grant of Option. This certificate evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a) [            ] Units at $90 per Unit (the “Tranche 1 Options”);

(b) [            ] Units at $90 per Unit (the “Tranche 2 Options”); and

(c) [            ] Units at $90 per Unit (the “Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan. The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2. Vesting. During the Optionee’s Employment, this Option shall vest as follows:

(a) The Tranche 1 Options will vest and become exercisable (i) with respect to 20% of the Units subject to the Tranche 1 Options on the first anniversary of the Grant Date, (ii) with respect to 10% of the Units subject to the Tranche 1 Options every six months following the first anniversary of the Grant Date until 100% of the Tranche 1 Options are vested and (ii) if earlier, with respect to 100% of the Units subject to the Tranche 1 Options, on a Change of Control.

(b) If a Tranche 2 Vesting Event occurs on a Measurement Date, then all or a portion of the Tranche 2 Options will vest and become exercisable such that the Tranche 2 Options will then be vested and exercisable with respect to a number of Units equal to (i) the Tranche 2 Maximum Percentage with respect to such Measurement Date multiplied by (ii) the number of Units subject to the Tranche 2 Options.

(c) Prior to a Change of Control, the Tranche 3 Options will vest and become exercisable in installments on March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, and March 31, 2011 with respect to a number of Units equal to (i) the Vesting Percentage for the previous calendar year multiplied by the number of Units subject to the Tranche 3 Options plus (ii) the Catch-up Vesting Percentage for the previous calendar year multiplied by the number of Units subject to the Tranche 3 Options. In addition, on a Change of Control, unvested Tranche 3 Options will vest with respect to a number of Units equal to the product of (i) the Average Vesting Percentage multiplied by (iii) the number of Undetermined Years multiplied by (iii) the number of Units subject to the Tranche 3 Options.

3. Exercise of Option.

(a) Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth (10th) anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

(b) Prior to an Initial Public Offering, in addition to the forms of payment expressly permitted under the Plan for the payment of the purchase price of Units subject to this Option, if the Optionee’s employment by the Company or any of its subsidiaries is terminated by the Company without Cause, terminates due to the Optionee’s death or disability, or is terminated by the Optionee for Good Reason, then, subject to the vesting and other conditions herein and the Company’s ability to require payment with a promissory note, the Optionee may exercise this Option for all or a portion of the Units subject hereto by notifying the Company in writing (a “Cashless Exercise Notice”) that the Optionee elects to exercise in a Cashless Exercise. Within ten business days following its receipt of a Cashless Exercise Notice, the Company may elect to require the Optionee to pay the purchase price of the Units subject to this Option in the form of a full recourse promissory note bearing interest at the applicable federal rate, which note will be secured by a pledge of the Units to be issued pursuant to this Option and all other equity securities of the Company held by the Optionee. If the Company does not elect to require the Optionee to pay such purchase price using a promissory note, the Company shall issue Units to the Optionee pursuant to a Cashless Exercise.

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4. Representations and Warranties of Optionee.

Optionee represents and warrants that:

(a) Authorization. Optionee has full legal capacity, power, and authority to execute and deliver this Agreement and to perform Optionee’s obligations hereunder. This Agreement has been duly executed and delivered by Optionee and is the legal, valid, and binding obligation of Optionee enforceable against Optionee in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by Optionee of this Agreement and the consummation by Optionee of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which Optionee is subject, (ii) violate any order, judgment or decree applicable to Optionee, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which Optionee is a party or by which Optionee is bound.

(c) No Other Agreements. Except as provided by this Agreement, the Stockholders Agreement and the Plan, Optionee is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the shares of common stock issued upon exercise hereof.

(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan and this Agreement in their entirety. Optionee has had an opportunity to obtain the advice of counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

(e) Investment Intent. The Optionee is acquiring the Units solely for the Optionee’s own account for investment and not with a view to or for sale in connection with any distribution of the Units or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Units or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act. The Optionee further represents that the entire legal and beneficial interest of the Units is being acquired, and will be held, for the account of the Optionee only and neither in whole nor in part for any other person.

(f) Absence of Solicitation. The Optionee was not presented with or solicited by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television, radio or similar communications media, or presented at any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

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(g) Residence. The Optionee’s principal residence is located at the address indicated beneath the Optionee’s signature below.

(h) Information Concerning the Company. The Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Units. The Optionee further represents and warrants that the Optionee has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as the Optionee deems necessary and appropriate to enable the Optionee to evaluate the financial risk inherent in acquiring the Units and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.

(i) Capacity to Protect Interests. The Optionee has either (i) a preexisting personal or business relationship with the Company or any of its officers, directors, or controlling persons, consisting of personal or business contacts of a nature and duration to enable the Optionee to be aware of the character, business acumen and general business and financial circumstances of the person with whom such relationship exists, or (ii) such knowledge and experience in financial and business matters as to make the Optionee capable of evaluating the merits and risks of an investment in the Units and to protect the Optionee’s own interests in the transaction, or (iii) both such relationship and such knowledge and experience.

(j) Reliance by the Company. The Optionee understands that the Option and any Units acquired upon exercise of the Option have not been qualified under the Corporate Securities Law of 1968, as amended, of the State of California by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s representations as expressed herein. The Optionee understands that the Company is relying on the Optionee’s representations and warrants that the Company is entitled to rely on such representations and that such reliance is reasonable.

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5. Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein. By executing this Agreement, Optionee hereby becomes a party to and bound by the Stockholders Agreement as a Manager (as such term is defined in the Stockholders Agreement), without any further action on the part of Optionee, the Company or any other person.

6. Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby may bear the following legends, in addition to any legends which may be required by the Stockholders Agreement:

“The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged, or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.”

7. Withholding. No Units will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes.

8. Nontransferability of Option. Except as provided by the following sentence, this Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee. Subject to the Stockholders Agreement, this Option shall be transferable to the extent permitted by Rule 701 under the Securities Act of 1933, as amended.

9. Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan.

10. Effect on Employment. Neither the grant of this Option, nor the issuance of Units upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

11. Indemnity. Optionee hereby indemnifies and agrees to hold the Company harmless from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty, or agreement of Optionee in this Agreement or any misrepresentation of Optionee in this Agreement.

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12. Provisions of the Plan. This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

13. Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan and the Stockholders Agreement, and, as used herein, the following terms shall have the meanings set forth below:

“Actual Internal EBITDA” means , with respect to a calendar year, the Company’s actual earnings before interest, taxes, depreciation and amortization for such year, determined based on the Company’s audited financials. Actual Internal EBITDA shall also exclude (i) out of pocket expenses of the Investor that are reimbursed by the Company, (ii) non-cash gains or losses on dispositions of assets by the Company, (iii) gains or losses on interest rate swap agreements, (iv) costs directly associated with refinancing the Company’s indebtedness or with any cash equity financing, and (v) non-cash compensation charges related to the Company’s compensation plans. Actual Internal EBITDA shall not be reduced by costs of the acquisition of the former CRC Health Group, Inc. by the Company, management and transaction fees payable to the Investors or their Affiliates, or non-cash equity incentive expenses. Actual Internal EBITDA shall be calculated without giving effect to purchase accounting for the acquisition of the former CRC Health Group, Inc. by the Company. For the avoidance of doubt, year 2006 shall include Actual Internal EBITDA accrued during all of calendar year 2006 attributable to all businesses owned by the Company and in operation as of January 1, 2006.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Average Vesting Percentage” means, as of any date, (i) the sum of the Vesting Percentage and Catch-up Vesting Percentage, if any for all calendar years in the Performance Period for which the Vesting Percentage and Catch-up Vesting Percentage, if any, have been determined, divided by (ii) the number of calendar years in the Performance Period for which the Vesting Percentage and Catch-up Vesting Percentage, if any, have been determined.

“Base Case” means, with respect to a specified calendar year within the Performance Period, the Actual Internal EBITDA target for the Company for such calendar year, which target shall be adjusted from time to time in good faith by the Compensation Committee to reflect the consequences of acquisitions, dispositions and start-ups of any new facilities and changes in GAAP promulgated by FASB or the SEC. Such adjustment by the Compensation Committee shall be made for the purpose of providing a consistent basis from year to year for computing the relationship of Actual

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Internal EBITDA to the Base Case in order to prevent the dilution or enlargement of the Optionee’s rights under this Agreement. Notwithstanding the foregoing, no adjustment to the Company’s Actual Internal EBITDA targets shall be made in respect of (i) the start-up of one eating disorder treatment facility by the Company in 2006, which start-up is already reflected in the targets set forth below and (ii) outpatient methadone based treatment start-ups (other than pain management start-ups for which an adjustment would be made). The initial Actual Internal EBITDA targets for the Company are set forth below:

Base Case	2006		2007		2008		2009		2010
Actual Internal EBITDA (in millions)	$	71.4	$	86.6	$	103.8	$	121.9	$	137.2

For the avoidance of doubt, the target for year 2006 is a target for Actual Internal EBITDA earned during all of calendar year 2006.

“Cashless Exercise” means a procedure by which the Company will issue to Optionee a number of Unites determined in accordance with the following formula, and the remaining portion of this Option shall be terminated:

N=X(A-B)/A, where

“N” = the net number of Units with respect to which shares of Stock are to be issued to the Optionee upon exercise of this Option;

“X” = the total number of Units with respect to which the Optionee has elected to exercise this Option;

“A” = the Fair Market Value of one (1) Unit on the exercise date as determined by the Board in good faith; and

“B” = the exercise price per Unit.

“Catch-up Vesting Percentage” means a percentage determined as follows:

(a) for the calendar year 2006, the Catch-up Vesting Percentage will equal zero percent.

(b) for any of calendar years 2007, 2008, 2009 or 2010, if the Historic Vesting Percentage was equal to 20%, the Catch-up Vesting Percentage will equal zero percent;

(c) for any of calendar years 2007, 2008, 2009 or 2010, if the Historic Vesting Percentage was less than 20%, the Catch-up Vesting Percentage will be an amount (expressed as a percentage) equal to (i) the product of (A) two multiplied by (B) the Revised EBITDA Percentage minus 90% minus (ii) the Historic Vesting Percentage. For example, if the Revised EBITDA Percentage for 2006 were 98% and the Historic Vesting Percentage for 2006 were 10%, the Catch-up Vesting Percentage for such year (as determined on March 31, 2008) would be 6%.

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“Change of Control” means (a) any Sale Transaction if immediately after giving effect to such Sale Transaction the Investors no longer hold, directly or indirectly, at least 80% of the Investor Shares held by the Investors immediately prior to the Sale Transaction or (b) any Sale Transaction if the Company or one of its Affiliates terminates the Participant’s Employment without cause or the Participant terminates his Employment with Good Reason, in either case, within 12 months following the date of such Sale Transaction.

“EBITDA Percentage” means, with respect to a calendar year in the Performance Period, the percentage obtained by dividing the Actual Internal EBITDA for such calendar year by the Base Case for that year.

“Excess EBITDA” means, with respect to a calendar year, the difference, if a positive number, between (i) the Actual Internal EBITDA for such calendar year minus (ii) the Base Case for such calendar year.

“Good Reason” means a termination by Participant of his employment with the Company, by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination, within 30 days following the occurrence, without Participant’s written consent, of any of the following events and the failure of the Company to correct the circumstances set forth in Participant’s written notice within 30 days of receipt of such notice: (i) the assignment to Participant of duties or title(s) that are significantly different from, and that result in a substantial diminution of, the duties and titles that he is to assume on the date hereof, (ii) a reduction in the rate of Participant’s base salary or formula with respect to Participant’s incentive compensation, unless such reduction is implemented in connection with an across the board reduction of the base salaries and incentive compensation of all senior executives of the Company and is not greater than 10% of Participant’s base salary or incentive compensation formula, as the case may be, (iii) a material breach of this Agreement by the Company; or (iv) a change in the principal work location of the Participant to a location greater than 50 miles from Participant’s primary location with the Company, without the consent of Participant. A corporate reorganization by the Company and/or its Affiliates pursuant to which the Company ceases to exist or Participant’s title is changed shall not constitute Good Reason hereunder so long as there is no substantial diminution or significant change in the nature of Participant’s duties described herein.

“Historic Base Case” means, with respect to a calendar year, the Base Case for the year immediately prior to such calendar year.

“Historic EBITDA” means, with respect to a calendar year, the Actual Internal EBITDA for the year immediately prior to such calendar year.

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“Historic Vesting Percentage” means, with respect to a calendar year, the Vesting Percentage for the year immediately prior to such calendar year.

“Initial Public Offering” means the initial public offering of the common stock of the Company.

“Investor” shall have the meaning set forth in the Stockholders Agreement.

“Investor Shares” has the meaning set forth in the Stockholders Agreement and shall include any stock, securities or other property or interests received by the Investors in respect of Investor Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date of issuance.

“Performance Period” means the five (5) year period beginning on January 1, 2006.

“Person” shall mean any individual, partnership, corporation, association, trust, joint venture, unincorporated organization or other entity.

“Revised EBITDA Percentage” means, with respect to a calendar year in the Performance Period, the lower of (A) the percentage obtained by dividing (i) the sum of Excess EBITDA for such calendar year plus Historic EBITDA with respect to such calendar year by (ii) the Historic Base Case with respect to such calendar year or (B) 100%.

“Sale Transaction” shall mean: (i) any change in the ownership of the capital stock of the Company (whether by way of sale of stock, merger, or otherwise) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board, or (ii) a sale or transfer of all or substantially all of the Company’s assets to a Person who is not a subsidiary of the Company.

“Tranche 2 Maximum Percentage” means (i) 33 ¹/3^rd % on the first anniversary of an Initial Public Offering, (ii) 66 ²/3^rds % on the eighteen month anniversary of an Initial Public Offering, and (iii) 100% on a Sale Transaction or any Tranche 2 Measurement Date after the eighteen month anniversary of an Initial Public Offering.

“Tranche 2 Measurement Date” means (i) the first anniversary of an Initial Public Offering, (ii) each six month anniversary thereafter and (iii) the date of a Sale Transaction.

“Tranche 2 Vesting Event” means, with respect to a Tranche 2 Measurement Date, that the Unit Value equals or exceeds $180 on such Tranche 2 Measurement Date.

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“Undetermined Years” means, as of any date, the number of calendar years in the Performance Period for which the Vesting Percentage has not been determined.

“Unit Value” means (i) upon a Sale Transaction, the fair market value, as determined in good faith by the Board, of a Unit (including any shares or other securities issued upon conversion of or in respect of such Unit) plus the aggregate of any dividends or distributions in respect of such Unit from and after February 6, 2006 and (ii) on any other Tranche 2 Measurement Date, the average of the closing price of a Unit (including any shares or other securities issued upon conversion of or in respect of such Unit) for the 180 days prior to such date on which the relevant market was open for trading, plus the aggregate of any dividends and distributions in respect of such Unit from and after February 6, 2006.

“Vesting Percentage” means, with respect to a calendar year, a percentage determined as follows:

(a) if the EBITDA Percentage for such calendar year is less than or equal to 90%, the Vesting Percentage will equal zero percent;

(b) if the EBITDA Percentage for such calendar year is equal to or greater than 100%, the Vesting Percentage will equal 20 percent; and

(c) if the EBITDA Percentage for such calendar year is between 90% and 100%, the Vesting Percentage will equal the product (expressed as a percentage) of (i) two multiplied by (ii) the EBITDA Percentage for such calendar year minus 90%. For example, if the EBITDA Percentage for a calendar year were 97%, the Vesting Percentage for such year would be 14%.

14. General. For purposes of this Option and any determinations to be made by the Administrator or Compensation Committee, as the case may be, hereunder, the determinations by the Administrator or Compensation Committee, as the case may be, shall be binding upon the Optionee and any transferee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

CRC HEALTH GROUP, INC.
By:
Name:	Dr. Barry Karlin
Title:	Chairman and CEO

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

EX-10.11

Exhibit 10.11

Final Form

EXECUTIVE OPTION CERTIFICATE

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein.

CRC HEALTH GROUP, INC.

STOCK OPTION

CERTIFICATE

This stock option (the “Agreement”) is granted by CRC Health Group, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2006 Executive Incentive Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean February 6, 2006.

1. Grant of Option. This certificate evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a) [            ] Units at $90 per Unit (the “Tranche 1 Options”);

(b) [            ] Units at $90 per Unit (the “Tranche 2 Options”); and

(c) [            ] Units at $90 per Unit (the “Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan. The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2. Vesting. During the Optionee’s Employment, this Option shall vest as follows:

(a) The Tranche 1 Options will vest and become exercisable (i) with respect to 20% of the Units subject to the Tranche 1 Options on the first anniversary of the Grant Date, (ii) with respect to 10% of the Units subject to the Tranche 1 Options every six months following the first anniversary of the Grant Date until 100% of the Tranche 1 Options are vested and (ii) if earlier, with respect to 100% of the Units subject to the Tranche 1 Options, on a Change of Control.

(b) If a Tranche 2 Vesting Event occurs on a Measurement Date, then all or a portion of the Tranche 2 Options will vest and become exercisable such that the Tranche 2 Options will then be vested and exercisable with respect to a number of Units equal to (i) the Tranche 2 Maximum Percentage with respect to such Measurement Date multiplied by (ii) the number of Units subject to the Tranche 2 Options.

(c) Prior to a Change of Control, the Tranche 3 Options will vest and become exercisable in installments on March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, and March 31, 2011 with respect to a number of Units equal to (i) the Vesting Percentage for the previous calendar year multiplied by the number of Units subject to the Tranche 3 Options plus (ii) the Catch-up Vesting Percentage for the previous calendar year multiplied by the number of Units subject to the Tranche 3 Options. In addition, on a Change of Control, unvested Tranche 3 Options will vest with respect to a number of Units equal to the product of (i) the Average Vesting Percentage multiplied by (iii) the number of Undetermined Years multiplied by (iii) the number of Units subject to the Tranche 3 Options.

3. Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth (10th) anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

4. Representations and Warranties of Optionee.

Optionee represents and warrants that:

(a) Authorization. Optionee has full legal capacity, power, and authority to execute and deliver this Agreement and to perform Optionee’s obligations hereunder. This Agreement has been duly executed and delivered by Optionee and is the legal, valid, and binding obligation of Optionee enforceable against Optionee in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by Optionee of this Agreement and the consummation by Optionee of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which Optionee is subject, (ii) violate any order, judgment or decree applicable to Optionee, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which Optionee is a party or by which Optionee is bound.

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(c) No Other Agreements. Except as provided by this Agreement, the Stockholders Agreement and the Plan, Optionee is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the shares of common stock issued upon exercise hereof.

(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan and this Agreement in their entirety. Optionee has had an opportunity to obtain the advice of counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

(e) Investment Intent. The Optionee is acquiring the Units solely for the Optionee’s own account for investment and not with a view to or for sale in connection with any distribution of the Units or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Units or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act. The Optionee further represents that the entire legal and beneficial interest of the Units is being acquired, and will be held, for the account of the Optionee only and neither in whole nor in part for any other person.

(f) Absence of Solicitation. The Optionee was not presented with or solicited by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television, radio or similar communications media, or presented at any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(g) Residence. The Optionee’s principal residence is located at the address indicated beneath the Optionee’s signature below.

(h) Information Concerning the Company. The Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Units. The Optionee further represents and warrants that the Optionee has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as the Optionee deems necessary and appropriate to enable the Optionee to evaluate the financial risk inherent in acquiring the Units and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.

(i) Capacity to Protect Interests. The Optionee has either (i) a preexisting personal or business relationship with the Company or any of its officers, directors, or controlling persons, consisting of personal or business contacts of a nature and duration to enable the Optionee to be aware of the character, business acumen and general business and financial circumstances of the person with whom such

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relationship exists, or (ii) such knowledge and experience in financial and business matters as to make the Optionee capable of evaluating the merits and risks of an investment in the Stock and to protect the Optionee’s own interests in the transaction, or (iii) both such relationship and such knowledge and experience.

(j) Reliance by the Company. The Optionee understands that the Option and any Units acquired upon exercise of the Option have not been qualified under the Corporate Securities Law of 1968, as amended, of the State of California by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s representations as expressed herein. The Optionee understands that the Company is relying on the Optionee’s representations and warrants that the Company is entitled to rely on such representations and that such reliance is reasonable.

5. Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein. By executing this Agreement, Optionee hereby becomes a party to and bound by the Stockholders Agreement as a Manager (as such term is defined in the Stockholders Agreement), without any further action on the part of Optionee, the Company or any other person.

6. Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby may bear the following legends, in addition to any legends which may be required by the Stockholders Agreement:

“The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged, or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.”

7. Withholding. No Units will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes.

8. Nontransferability of Option. Except as provided by the following sentence, this Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee. Subject to the Stockholders Agreement, this Option shall be transferable to the extent permitted by Rule 701 under the Securities Act of 1933, as amended.

9. Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan.

10. Effect on Employment. Neither the grant of this Option, nor the issuance of Units upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

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11. Indemnity. Optionee hereby indemnifies and agrees to hold the Company harmless from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty, or agreement of Optionee in this Agreement or any misrepresentation of Optionee in this Agreement.

12. Provisions of the Plan. This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

13. Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan and the Stockholders Agreement, and, as used herein, the following terms shall have the meanings set forth below:

“Actual Internal EBITDA” means, with respect to a calendar year, the Company’s actual earnings before interest, taxes, depreciation and amortization for such year, determined based on the Company’s audited financials. Actual Internal EBITDA shall also exclude (i) out of pocket expenses of the Investor that are reimbursed by the Company, (ii) non-cash gains or losses on dispositions of assets by the Company, (iii) gains or losses on interest rate swap agreements, (iv) costs directly associated with refinancing the Company’s indebtedness or with any cash equity financing, and (v) non-cash compensation charges related to the Company’s compensation plans. Actual Internal EBITDA shall not be reduced by costs of the acquisition of the former CRC Health Group, Inc. by the Company, management and transaction fees payable to the Investors or their Affiliates, or non-cash equity incentive expenses. Actual Internal EBITDA shall be calculated without giving effect to purchase accounting for the acquisition of the former CRC Health Group, Inc. by the Company. For the avoidance of doubt, year 2006 shall include Actual Internal EBITDA accrued during all of calendar year 2006 attributable to all businesses owned by the Company and in operation as of January 1, 2006.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Average Vesting Percentage” means, as of any date, (i) the sum of the Vesting Percentage and Catch-up Vesting Percentage, if any for all calendar years in the Performance Period for which the Vesting Percentage and Catch-up Vesting Percentage, if any, have been determined, divided by (ii) the number of calendar years in the Performance Period for which the Vesting Percentage and Catch-up Vesting Percentage, if any, have been determined.

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“Base Case” means, with respect to a specified calendar year within the Performance Period, the Actual Internal EBITDA target for the Company for such calendar year, which target shall be adjusted from time to time in good faith by the Compensation Committee to reflect the consequences of acquisitions, dispositions and start-ups of any new facilities and changes in GAAP promulgated by FASB or the SEC. Such adjustment by the Compensation Committee shall be made for the purpose of providing a consistent basis from year to year for computing the relationship of Actual Internal EBITDA to the Base Case in order to prevent the dilution or enlargement of the Optionee’s rights under this Agreement. Notwithstanding the foregoing, no adjustment to the Company’s Actual Internal EBITDA targets shall be made in respect of (i) the start-up of one eating disorder treatment facility by the Company in 2006, which start-up is already reflected in the targets set forth below and (ii) outpatient methadone based treatment start-ups (other than pain management start-ups for which an adjustment would be made). The initial Actual Internal EBITDA targets for the Company are set forth below:

Base Case	2006		2007		2008		2009		2010
Actual Internal EBITDA (in millions)	$	71.4	$	86.6	$	103.8	$	121.9	$	137.2

For the avoidance of doubt, the target for year 2006 is a target for Actual Internal EBITDA earned during all of calendar year 2006.

“Catch-up Vesting Percentage” means a percentage determined as follows:

(a) for the calendar year 2006, the Catch-up Vesting Percentage will equal zero percent.

(b) for any of calendar years 2007, 2008, 2009 or 2010, if the Historic Vesting Percentage was equal to 20%, the Catch-up Vesting Percentage will equal zero percent;

(c) for any of calendar years 2007, 2008, 2009 or 2010, if the Historic Vesting Percentage was less than 20%, the Catch-up Vesting Percentage will be an amount (expressed as a percentage) equal to (i) the product of (A) two multiplied by (B) the Revised EBITDA Percentage minus 90% minus (ii) the Historic Vesting Percentage. For example, if the Revised EBITDA Percentage for 2006 were 98% and the Historic Vesting Percentage for 2006 were 10%, the Catch-up Vesting Percentage for such year (as determined on March 31, 2008) would be 6%.

“Change of Control” means any Sale Transaction if immediately after giving effect to such Sale Transaction the Investors no longer hold, directly or indirectly, at least 80% of the Investor Shares held by the Investors immediately prior to the Sale Transaction.

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“EBITDA Percentage” means, with respect to a calendar year in the Performance Period, the percentage obtained by dividing the Actual Internal EBITDA for such calendar year by the Base Case for that year.

“Excess EBITDA” means, with respect to a calendar year, the difference, if a positive number, between (i) the Actual Internal EBITDA for such calendar year minus (ii) the Base Case for such calendar year.

“Historic Base Case” means, with respect to a calendar year, the Base Case for the year immediately prior to such calendar year.

“Historic EBITDA” means, with respect to a calendar year, the Actual Internal EBITDA for the year immediately prior to such calendar year.

“Historic Vesting Percentage” means, with respect to a calendar year, the Vesting Percentage for the year immediately prior to such calendar year.

“Initial Public Offering” means the initial public offering of the common stock of the Company.

“Investor” shall have the meaning set forth in the Stockholders Agreement.

“Investor Shares” has the meaning set forth in the Stockholders Agreement and shall include any stock, securities or other property or interests received by the Investors in respect of Investor Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date of issuance.

“Performance Period” means the five (5) year period beginning on January 1, 2006.

“Person” shall mean any individual, partnership, corporation, association, trust, joint venture, unincorporated organization or other entity.

“Revised EBITDA Percentage” means, with respect to a calendar year in the Performance Period, the lower of (A) the percentage obtained by dividing (i) the sum of Excess EBITDA for such calendar year plus Historic EBITDA with respect to such calendar year by (ii) the Historic Base Case with respect to such calendar year or (B) 100%.

“Sale Transaction” shall mean: (i) any change in the ownership of the capital stock of the Company (whether by way of sale of stock, merger, or otherwise) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board, or (ii) a sale or transfer of all or substantially all of the Company’s assets to a Person who is not a subsidiary of the Company.

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“Tranche 2 Maximum Percentage” means (i) 33 1/3^rd % on the first anniversary of an Initial Public Offering, (ii) 66 2/3^rds % on the eighteen month anniversary of an Initial Public Offering, and (iii) 100% on a Sale Transaction or any Tranche 2 Measurement Date after the eighteen month anniversary of an Initial Public Offering.

“Tranche 2 Measurement Date” means (i) the first anniversary of an Initial Public Offering, (ii) each six month anniversary thereafter and (iii) the date of a Sale Transaction.

“Tranche 2 Vesting Event” means, with respect to a Tranche 2 Measurement Date, that the Unit Value equals or exceeds $180 on such Tranche 2 Measurement Date.

“Undetermined Years” means, as of any date, the number of calendar years in the Performance Period for which the Vesting Percentage has not been determined.

“Unit Value” means (i) upon a Sale Transaction, the fair market value, as determined in good faith by the Board, of a Unit (including any shares or other securities issued upon conversion of or in respect of such Unit) plus the aggregate of any dividends or distributions in respect of such Unit from and after February 6, 2006 and (ii) on any other Tranche 2 Measurement Date, the average of the closing price of a Unit (including any shares or other securities issued upon conversion of or in respect of such Unit) for the 180 days prior to such date on which the relevant market was open for trading, plus the aggregate of any dividends and distributions in respect of such Unit from and after February 6, 2006.

“Vesting Percentage” means, with respect to a calendar year, a percentage determined as follows:

(a) if the EBITDA Percentage for such calendar year is less than or equal to 90%, the Vesting Percentage will equal zero percent;

(b) if the EBITDA Percentage for such calendar year is equal to or greater than 100%, the Vesting Percentage will equal 20 percent; and

(c) if the EBITDA Percentage for such calendar year is between 90% and 100%, the Vesting Percentage will equal the product (expressed as a percentage) of (i) two multiplied by (ii) the EBITDA Percentage for such calendar year minus 90%. For example, if the EBITDA Percentage for a calendar year were 97%, the Vesting Percentage for such year would be 14%.

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14. General. For purposes of this Option and any determinations to be made by the Administrator or Compensation Committee, as the case may be, hereunder, the determinations by the Administrator or Compensation Committee, as the case may be, shall be binding upon the Optionee and any transferee.

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

CRC HEALTH GROUP, INC.
By:
Name:	Dr. Barry Karlin
Title:	Chairman and CEO

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

EX-10.12

Exhibit 10.12

Final Form

MANAGEMENT TIME VESTING OPTION CERTIFICATE

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares and Management Incentive Shares as defined therein.

CRC HEALTH GROUP, INC.

STOCK OPTION

CERTIFICATE

This stock option (the “Agreement”) is granted by CRC Health Group, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2006 Management Incentive Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean February 6, 2006.

1. Grant of Option. This certificate evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, [            ] Units at $90 per Unit (the “Option”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan. The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2. Vesting. During the Optionee’s Employment, the Option will vest and become exercisable (i) with respect to 20% of the Units subject to the Option on the first anniversary of the Grant Date, (ii) with respect to 10% of the Units subject to the Option every six months following the first anniversary of the Grant Date until 100% of the Option is vested and (ii) if earlier, with respect to 100% of the Units subject to the Option, on a Change of Control.

3. Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth (10th) anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

4. Representations and Warranties of Optionee.

Optionee represents and warrants that:

(a) Authorization. Optionee has full legal capacity, power, and authority to execute and deliver this Agreement and to perform Optionee’s obligations hereunder. This Agreement has been duly executed and delivered by Optionee and is the legal, valid, and binding obligation of Optionee enforceable against Optionee in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by Optionee of this Agreement and the consummation by Optionee of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which Optionee is subject, (ii) violate any order, judgment or decree applicable to Optionee, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which Optionee is a party or by which Optionee is bound.

(c) No Other Agreements. Except as provided by this Agreement, the Stockholders Agreement and the Plan, Optionee is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the shares of common stock issued upon exercise hereof.

(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan, this Agreement and the Stockholders Agreement in their entirety. Optionee has had an opportunity to obtain the advice of counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

5. Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein. By executing this Agreement, Optionee hereby becomes a party to and bound by the Stockholders Agreement as a Manager (as such term is defined in the Stockholders Agreement), without any further action on the part of Optionee, the Company or any other person.

6. Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby may bear the following legends, in addition to any legends which may be required by the Stockholders Agreement:

“The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged, or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.”

7. Withholding. No shares will be transferred pursuant to the exercise of this Option unless

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and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes.

8. Nontransferability of Option. This Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee. Subject to the Stockholders Agreement, this Option shall be transferable to the extent permitted by Rule 701 under the Securities Act of 1933, as amended.

9. Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan.

10. Effect on Employment. Neither the grant of this Option, nor the issuance of shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

11. Indemnity. Optionee hereby indemnifies and agrees to hold the Company harmless from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty, or agreement of Optionee in this Agreement or any misrepresentation of Optionee in this Agreement.

12. Provisions of the Plan. This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

13. Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan and the Stockholders Agreement, and, as used herein, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Change of Control” means any Sale Transaction if immediately after giving effect to such Sale Transaction the Investors no longer hold, directly or indirectly, at least 80% of the Investor Shares held by the Investors immediately prior to the Sale Transaction.

“Person” shall mean any individual, partnership, corporation, association, trust, joint venture, unincorporated organization or other entity.

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“Sale Transaction” shall mean: (i) any change in the ownership of the capital stock of the Company (whether by way of sale of stock, merger, or otherwise) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board, or (ii) a sale or transfer of all or substantially all of the Company’s assets.

14. General. For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Optionee and any transferee.

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

CRC HEALTH GROUP, INC.

By:

Name:

Title:

Dated:

Acknowledged and Agreed

EX-10.13

Exhibit 10.13

Final Form

SUBSTITUTE OPTION CERTIFICATE

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among CRC Health Group, Inc. and certain investors, dated as of February 6, 2006, as amended from time to time (the “Stockholders Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein.

CRC HEALTH GROUP, INC.

STOCK OPTION

CERTIFICATE

This stock option (the “Agreement”) is granted by CRC Health Group, Inc. (f/k/a CRCA Holdings, Inc.), a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2006 Executive Incentive Plan, as amended from time to time (the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean February 6, 2006.

1. Grant of Option. This certificate evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, [            ] Units at $[            ] per Unit.

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan. The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”). This Option is granted in substitution of an option (which option is hereby deemed cancelled) held by the Optionee in CRC Health Corporation (f/k/a CRC Health Group, Inc.) (“Rollover Option”). Except as permitted in Section 409A Rollover Law and expressly provided in this Agreement, the terms of the Rollover Option are deemed incorporated into this Option; it being understood, that the exercise price and the number of shares may be adjusted as permitted under Section 409A Law. The Option shall be subject to the terms of the plan that previously governed the Rollover Option immediately prior to the date hereof, and to the terms of any other agreement previously governing the Rollover Option for which this Option is substituted to the extent required by Section 409A Rollover Law, and will also be governed by the Plan, as applicable, and the Stockholders Agreement, in each case to the extent consistent with Section 409A Rollover Law.

2. Vesting. The Option is fully vested.

3. Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”),

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and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the latest date upon which the Rollover Option was exercisable, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

4. Representations and Warranties of Optionee.

Optionee represents and warrants that:

(a) Authorization. Optionee has full legal capacity, power, and authority to execute and deliver this Agreement and to perform Optionee’s obligations hereunder. This Agreement has been duly executed and delivered by Optionee and is the legal, valid, and binding obligation of Optionee enforceable against Optionee in accordance with the terms hereof.

(b) No Conflicts. The execution, delivery, and performance by Optionee of this Agreement and the consummation by Optionee of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which Optionee is subject, (ii) violate any order, judgment or decree applicable to Optionee, or (iii) conflict with, or result in a breach of default under, any term or condition of any agreement or other instrument to which Optionee is a party or by which Optionee is bound.

(c) No Other Agreements. Except as provided by this Agreement, the Stockholders Agreement and the Plan, Optionee is not a party to or subject to any agreement or arrangement with respect to the voting or transfer of this Option or the shares of common stock issued upon exercise hereof.

(d) Thorough Review, etc. Optionee has thoroughly reviewed the Plan and this Agreement in their entirety. Optionee has had an opportunity to obtain the advice of counsel (other than counsel to the Company or its Affiliates) prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement.

(e) Investment Intent. The Optionee is acquiring the Stock solely for the Optionee’s own account for investment and not with a view to or for sale in connection with any distribution of the Stock or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act. The Optionee further represents that the entire legal and beneficial interest of the Stock is being acquired, and will be held, for the account of the Optionee only and neither in whole nor in part for any other person.

(f) Absence of Solicitation. The Optionee was not presented with or solicited by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any

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newspaper, magazine, or similar media, or broadcast over television, radio or similar communications media, or presented at any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(g) Residence. The Optionee’s principal residence is located at the address indicated beneath the Optionee’s signature below.

(h) Information Concerning the Company. The Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Optionee further represents and warrants that the Optionee has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as the Optionee deems necessary and appropriate to enable the Optionee to evaluate the financial risk inherent in acquiring the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.

(i) Capacity to Protect Interests. The Optionee has either (i) a preexisting personal or business relationship with the Company or any of its officers, directors, or controlling persons, consisting of personal or business contacts of a nature and duration to enable the Optionee to be aware of the character, business acumen and general business and financial circumstances of the person with whom such relationship exists, or (ii) such knowledge and experience in financial and business matters as to make the Optionee capable of evaluating the merits and risks of an investment in the Stock and to protect the Optionee’s own interests in the transaction, or (iii) both such relationship and such knowledge and experience.

(j) Reliance by the Company. The Optionee understands that the Option and any shares acquired upon exercise of the Option have not been qualified under the Corporate Securities Law of 1968, as amended, of the State of California by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s representations as expressed herein. The Optionee understands that the Company is relying on the Optionee’s representations and warrants that the Company is entitled to rely on such representations and that such reliance is reasonable.

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5. Other Agreements. Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Stockholders Agreement and the transfer and other restrictions, rights, and obligations set forth therein. By executing this Agreement, Optionee hereby becomes a party to and bound by the Stockholders Agreement as a Manager (as such term is defined in the Stockholders Agreement), without any further action on the part of Optionee, the Company or any other person.

6. Legends. Certificates evidencing any shares issued upon exercise of the Option granted hereby may bear the following legends, in addition to any legends which may be required by the Stockholders Agreement:

“The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged, or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.”

7. Withholding. No shares will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes.

8. Nontransferability of Option. Except as provided by the following sentence, this Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee. Subject to the Stockholders Agreement, this Option shall be transferable to the extent permitted by Rule 701 under the Securities Act of 1933, as amended.

9. Status Change. Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan.

10. Effect on Employment. Neither the grant of this Option, nor the issuance of shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

11. Indemnity. Optionee hereby indemnifies and agrees to hold the Company harmless from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty, or agreement of Optionee in this Agreement or any misrepresentation of Optionee in this Agreement.

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12. Provisions of the Plan. This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

13. Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan and the Stockholders Agreement, and, as used herein, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Person” shall mean any individual, partnership, corporation, association, trust, joint venture, unincorporated organization or other entity.

“Section 409A Rollover Law” shall mean Section 409A of the Code and guidance issued thereunder (or applicable thereto) including but not limited to Internal Revenue Service Notice 2005-1 (including Q&A 4(d)(ii) thereof), proposed Treasury Regulations in respect of Section 409A of the Code (including Section 1.409A-1(b)(5) of such proposed regulations), Treasury Regulation Section 1.424-1 and any subsequent guidance under Section 409A of the Code.

14. General. For purposes of this Option and any determinations to be made by the Administrator or Compensation Committee, as the case may be, hereunder, the determinations by the Administrator or Compensation Committee, as the case may be, shall be binding upon the Optionee and any transferee.

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.

CRC HEALTH GROUP, INC.

By:

Name:

Title:

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

EX-10.14

Exhibit 10.14

Execution Version

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A STOCKHOLDERS AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH STOCKHOLDERS AGREEMENT.

ROLLOVER & SUBSCRIPTION AGREEMENT

This Rollover & Subscription Agreement (this “Agreement”) is made as of February 6, 2006 among CRCA Holdings, Inc., a Delaware corporation (the “Company”) and each of the investors in CRC Health Group, Inc. (the “Target”) listed on a signature page hereto as holding Rollover Options (each an “Option Investor” and, collectively, the “Option Investors” or the “Investors”).

RECITALS

The Company was formed in connection with the Agreement and Plan of Merger dated as of October 8, 2005 (the “Merger Agreement”) by and among the Target, the Company, and CRCA Merger Corporation (“MergerCo”). CRC Intermediate Holdings, Inc. (“Intermediate Holdings”) has been formed by the Company in connection with the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”).

The Company owns all of the common stock of Intermediate Holdings, which owns all of the shares of MergerCo.

Under the Certificate of Incorporation of the Company, as amended and in effect on the date hereof (the “Company’s Charter”), the Company is authorized to issues shares of Class A Common Stock, par value $.001 per share (“Class A Common”), and Class L Common Stock, par value $.001 per share (“Class L Common”).

Each of the Option Investors holds options to purchase shares of capital stock of the Target. Immediately prior to the Closing under the Merger Agreement, the Option Investors will severally contribute a portion of such options (the “Rollover Options”) to the Company in exchange for options to purchase Units (with each Unit consisting of 9 shares of Class A Common and 1 share of Class L Common) (the “Substitute Options” or the “Subject Securities”) of the Company. Each Option Investor is willing to contribute, and the Company is willing to issue to such Option Investor in substitution for such Option Investor’s Rollover Options, such number of Substitute Options as permitted by Section 409A Rollover Law and as set forth on the signature page hereto of such Option Investor, all on the terms and subject to conditions set forth herein. For all purposes hereunder “Section 409A Rollover Law” shall mean Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and guidance issued thereunder (or applicable thereto) including but not limited to Internal Revenue Service Notice 2005-1 (including Q&A 4(d)(ii) thereof), proposed Treasury Regulations in respect of Section 409A of the Code (including Section 1.409A-1(b)(5) of such proposed regulations), Treasury Regulation Section 1.424-1 and any subsequent guidance under Section 409A of the Code.

It is anticipated that (i) on or before the Closing Date, the Company, the Investors, the parties hereto and all other investors in the Common Stock will enter into a Stockholders Agreement substantially in the form attached hereto as Exhibit A (the “Stockholders Agreement”) setting forth certain agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances, and (ii) on the Closing Date, the Transactions will be consummated pursuant to the Merger Agreement.

AGREEMENT

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

1.1. Capitalized terms defined in the Merger Agreement and used but not otherwise defined in this Agreement are used herein as so defined.

1.2. As used in this Agreement, the term “Subsidiary” means any Person of which the Company (or other specified Person) owns directly or indirectly through a Subsidiary, a nominee arrangement or otherwise at least a majority of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or at least a majority of the partnership, joint venture or similar interests, or in which the Company (or other specified Person) is a general partner or joint venturer without limited liability.

2. Sale and Acquisition of Subject Securities.

2.1. On the terms and subject to the conditions hereof, and, notwithstanding anything else, such substitution being in accordance with Section 409A Rollover Law and the material terms of the Rollover Options, each Option Investor agrees to contribute to the Company the number of Rollover Options (which options are hereby deemed contributed to the Company and cancelled) set forth on the signature page hereto of such Option Investor and the Company hereby agrees to substitute for such Rollover Options, on the Closing Date, the number of Substitute Options set forth on the signature page hereto of such Option Investor. Except as permitted in Section 409A Rollover Law and except as expressly provided in this Agreement, the terms of the Rollover Options are deemed incorporated into these Substitute Options; it being understood, that the exercise price and the number of shares may be adjusted (and have been adjusted as set forth on the signature pages) as permitted under Section 409A Law. Each Substitute Option shall be subject to the terms of the CRC Health Group, Inc. 2002 Stock Option Plan and to the terms of any other agreement previously governing the Rollover Option for which such Substitute Option is substituted, in each case to the extent required by Section 409A Rollover Law, and will also be governed by the Company’s 2006 Executive Incentive Plan (the “Incentive Plan”), as applicable, and the Stockholders Agreement, in each case to the extent consistent with Section 409A Rollover Law. For all purposes of this Agreement, the Incentive Plan and the Stockholders

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Agreement, all determinations in respect of and interpretations of Section 409A Rollover Law shall be made by the Administrator (as defined in the Incentive Plan) in its sole discretion.

2.2. The contribution and substitution of the Subject Securities will take place at the same time and location as, and will be substantially contemporaneous with, but immediately prior to, the Closing pursuant to the Merger Agreement. If, prior to the closing hereunder, the Merger Agreement is terminated, this Agreement will automatically terminate and be without further force and effect; provided, however, that no such termination of this Agreement will relieve any party from liability for breach hereof prior to such termination.

2.3. At the Closing, against delivery to the Company by each Option Investor of the Rollover Options contemplated by Section 2.1 above, the Company will deliver to each Investor option grants, as the case may be, for the Subject Securities to be acquired by such Investor, registered in the name of such Investor.

3. Representations and Warranties of the Company. The Company represents and warrants to each Investor, as of the date hereof and as of the Closing Date, that:

3.1. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has made available to the Investors true and complete copies of the Company’s Charter and the By-Laws of the Company as in effect on the date hereof. Such documents will be in effect in such form on the Closing Date.

3.2. The Company has or prior to the Closing Date will have taken all corporate action required to authorize the execution and delivery of this Agreement and the issuance of the Subject Securities. The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including issuing the Subject Securities.

3.3. The Common Stock, when issued upon exercise of any Substitute Option in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and non-assessable.

3.4. Neither the Company nor any of its Subsidiaries has conducted any material business or entered into any material transactions or incurred any material liability other than in connection with the formation of the Company, the Merger Agreement, the transactions contemplated thereby and the financing thereof.

3.5. Each of the Merger Agreement, the Stockholders Agreement and this Agreement is, or at or prior to the Closing will be, duly executed and delivered by, and a legal, valid and binding obligation of, the Company and MergerCo or such of them as are a party thereto, enforceable in accordance with its respective terms.

4. Representations and Warranties of the Investors. Each Investor individually (but not jointly or otherwise on behalf of any other Investor) represents and warrants that:

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4.1. Such Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. If such Investor is not a natural person, such Investor is duly organized and has duly authorized this Agreement. This Agreement has been duly executed and delivered by such Investor and is the legal, valid and binding obligation of such Investor enforceable against it in accordance with the terms hereof.

4.2. Such Investor has been advised that the Subject Securities have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Subject Securities (except solely to the extent provided in the Stockholders Agreement) or to file for or comply with any exemption from registration.

4.3. Such Investor is aware that such Investor may sell, transfer or otherwise dispose of the Subject Securities to be acquired by such Investor only in a manner consistent with the Securities Act and the terms and conditions set forth in this Agreement and in the Stockholders Agreement.

4.4. Such Investor (a) is purchasing the Subject Securities to be acquired by such Investor hereunder for its own account, not as a nominee or agent and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act; (b) has no present intention of selling, granting any participation in, or otherwise distributing, the Subject Securities to be acquired by such Investor and (c) is under no obligation, contractual or otherwise, to sell, transfer or pledge any Subject Securities, or grant any participation interest in any Subject Securities, to any Person.

4.5. If so indicated on the signature page hereto of such Investor, such Investor is an “accredited investor” within the meaning of Regulation D under the Securities Act.

4.6. Such Investor’s financial condition is such that such Investor is able (a) to bear the economic risk of holding the Subject Securities for an indefinite period of time and (b) to incur a complete loss of such Investor’s entire investment in such Subject Securities.

4.7. Such Investor has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of such investment.

4.8. Such Investor has been afforded the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Subject Securities and to obtain information reasonably necessary for such Investor to evaluate the offering.

4.9. Such Investor agrees to accept the Subject Securities in the condition they are in at the Closing based upon such Investor’s own inspection, examination and determination with respect to such Subject Securities as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, MergerCo or any of their respective affiliates, except as expressly set forth herein.

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5. Conditions to Acquisition and Sale of Subject Securities.

5.1. The Company’s obligation to issue and sell the Subject Securities is subject to the satisfaction of the following conditions:

(a) all representations and warranties of each Investor contained in this Agreement will be true and correct as of the Closing, and consummation of the subscriptions contemplated hereby will constitute a reaffirmation by each Investor that all representations and warranties of such Investor contained in this Agreement are true and correct as of the Closing;

(b) on the Closing Date, substantially contemporaneously with the issuance and sale of the Subject Securities hereunder, all conditions to the Company’s obligation to close under the Merger Agreement will have been satisfied or waived by the Company; and

(c) on or before the Closing Date, substantially contemporaneously with the issuance and sale of the Subject Securities hereunder, each Investor will have duly executed and delivered to the Company a counterpart of the Stockholders Agreement and such other documents as the Company may reasonably request in connection with the transactions contemplated hereby.

5.2. Each Investor’s obligation to deliver the Rollover Options to the Company and to acquire the Subject Securities in substitution therefor is subject to the satisfaction of the following conditions:

(a) all representations and warranties of the Company contained in this Agreement will be true and correct as of the Closing, and consummation of the Closing will constitute a reaffirmation by the Company that all the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing; and

(b) on the Closing Date, substantially contemporaneously with the issuance and sale of the Subject Securities hereunder, all conditions to the Target’s obligation to close under the Merger Agreement will have been satisfied or waived by the Target.

(c) on the Closing Date, substantially contemporaneously with the issuance and sale of the Subject Securities hereunder, each party other than such Investors will have duly executed and delivered to such Investors a counterpart of the Stockholders Agreement and such other documents as such Investors may reasonably request in connection with the transactions contemplated hereby.

6. Indemnities.

6.1. The Company will indemnify, exonerate and hold the Investors and each of their respective partners, members, shareholders, Affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, members, shareholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action,

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suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or relating to any breach of any representation, warranty or agreement in this Agreement by the Company. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of such Indemnified Liabilities that is permissible under applicable law.

6.2. Each Investor, severally and not jointly, will indemnify, exonerate and hold the Company harmless from and against any and all Indemnified Liabilities as a result of, arising out of, or relating to any breach of any representation, warranty or agreement in this Agreement by such Investor. If and to the extent that the foregoing undertaking may be unenforceable for any reason, such Investor hereby agrees to make the maximum contribution to the payment and satisfaction of each of such Indemnified Liabilities that is permissible under applicable law.

7. Miscellaneous.

7.1. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding among the parties with respect to the subject matter thereof.

7.2. Notices. Any notices and other communications required or permitted in this Agreement will be effective if in writing and delivered as provided in Section 12.2 of the Stockholders Agreement.

7.3. Amendment.

(a) This Agreement can be amended or modified only by an instrument in writing signed by the party against whom enforcement of such change is sought. Notwithstanding the foregoing limitations, any written amendment approved and signed by the Company and holders of not less than a majority of the Subject Securities then outstanding and held by the Investors and their respective affiliates (calculated on a fully exercised and converted basis) will be binding upon the Investors; provided, however, that any amendment that changes the amount of Subject Securities to be purchased by any Investor hereunder or the amount or nature of the consideration to be paid by any Investor therefor must be approved by such Investor.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.

7.4. Expenses. Each of the Company, on the one hand, and the Target (on behalf of the Investors) on the other hand, shall bear its own costs and expenses in connection with or relating to the preparation, negotiation and execution of this Agreement or the consummation of the other transactions contemplated hereby. All such costs and expenses borne by the

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Target on behalf of the Investors will be considered Transaction Expenses for purposes of the Merger Agreement. Each of the Company and the Investors will bear its own costs and expenses in connection with or relating to any and all amendments, modifications, restructurings and waivers, and exercises and preservations of rights and remedies hereunder and the operations of the Company and any of its Subsidiaries.

7.5. Successors; Assignment. This Agreement will bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and representatives. Prior to the Closing, no Investor may assign any of such Investor’s rights hereunder and, after the Closing, no Investor may assign any of such Investor’s rights hereunder except in connection with a transfer of the Subject Securities in compliance with the terms and conditions of the Stockholders Agreement.

7.6. Survival. All covenants, agreements, representations and warranties made herein will survive the execution and delivery hereof and transfer of any Subject Securities.

7.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which will together constitute one and the same instrument.

8. Governing Law; Disputes.

8.1. Governing Law. This Agreement and all claims arising in whole or in part out of, based on, or in connection with this Agreement will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

8.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of California for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in

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connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above.

8.3. Reliance. Each of the parties hereto acknowledges that he or it has been informed by each other party that the provisions of this Section 8 constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.

[The remainder of this page is intentionally left blank. Signatures follow.]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound by the terms hereof, have caused this Agreement to be executed, under seal, as of the date first above written by their officers or other representatives thereunto duly authorized.

THE COMPANY:	CRCA HOLDINGS, INC.
	By:	/s/ Chris Gordon
	Name:	Chris Gordon
	Title:	Vice President

Rollover and Subscription Agreement

INVESTOR:	/s/ Dr. Barry Karlin
	Dr. Barry Karlin
	Dollar Amount Rolled: $5,000,000
	Number of CRC Options Contributed: 4,908,631
	Substitute Options: $539.949
	Number of Units: 61,554.993
	Representing:
	Number of A Shares: 553,994.936
	Number of L Shares: 61,554.993
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Jerry Rhodes
	Jerry Rhodes
	Dollar Amount Rolled: $900,000
	Number of CRC Options Contributed: 883,554
	Substitute Options: $97,191
	Number of Units: 11,079.899
	Representing:
	Number of A Shares: 99,719.089
	Number of L Shares: 11,079.899
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Kevin Hogge
	Kevin Hogge
	Dollar Amount Rolled: $900,000
	Number of CRC Options Contributed: 883,554
	Substitute Options: $97,191
	Number of Units: 11,079.899
	Representing:
	Number of A Shares: 99,719.089
	Number of L Shares: 11,079.899
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Phil Herschman
	Phil Herschman
	Dollar Amount Rolled: $900,000
	Number of CRC Options Contributed: 883,554
	Substitute Options: $97,191
	Number of Units: 11,079.899
	Representing:
	Number of A Shares: 99,719.089
	Number of L Shares: 11,079.899
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Kathy Sylvia
	Kathy Sylvia
	Dollar Amount Rolled: $500,000
	Number of CRC Options Contributed: 490,863
	Substitute Options: $53,995
	Number of Units: 6,155.499
	Representing:
	Number of A Shares: 55,399.494
	Number of L Shares: 6,155.499
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Jay Raimondi
	Jay Raimondi
	Dollar Amount Rolled: $250,000
	Number of CRC Options Contributed: 245,432
	Substitute Options: $26,997
	Number of Units: 3,077.750
	Representing:
	Number of A Shares: 27,699.747
	Number of L Shares: 3,077.750
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ John Lacy
	John Lacy
	Dollar Amount Rolled: $65,000
	Number of CRC Options Contributed: 63,812
	Substitute Options: $7,019
	Number of Units: 800.215
	Representing:
	Number of A Shares: 7,201.934
	Number of L Shares: 800.215
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Joe Procopio
	Joe Procopio
	Dollar Amount Rolled: $45,000
	Number of CRC Options Contributed: 44,178
	Substitute Options: $4,860
	Number of Units: 553.995
	Representing:
	Number of A Shares: 4,985.954
	Number of L Shares: 553.995
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  ¨    No  x

Rollover and Subscription Agreement

INVESTOR:	/s/ John Peloquin
	John Peloquin
	Dollar Amount Rolled: $40,000
	Number of CRC Options Contributed: 39,269
	Substitute Options: $4,320
	Number of Units: 492.440
	Representing:
	Number of A Shares: 4,431.959
	Number of L Shares: 492.440
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  ¨    No  x

Rollover and Subscription Agreement

INVESTOR:	/s/ Tom Brady
	Tom Brady
	Dollar Amount Rolled: $185,000
	Number of CRC Options Contributed: 181,619
	Substitute Options: $19,978
	Number of Units: 2,277.535
	Representing:
	Number of A Shares: 20,497.813
	Number of L Shares: 2,277.535
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Pamela B. Burke
	Pam Burke
	Dollar Amount Rolled: $125,000
	Number of CRC Options Contributed: 122,716
	Substitute Options: $13,499
	Number of Units: 1,538.875
	Representing:
	Number of A Shares: 13,849.873
	Number of L Shares: 1,538.875
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Wynn Watkins
	Wynn Watkins
	Dollar Amount Rolled: $125,000
	Number of CRC Options Contributed: 122,716
	Substitute Options: $13,499
	Number of Units: 1,538.875
	Representing:
	Number of A Shares: 13,849.873
	Number of L Shares: 1,538.875
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  x    No  ¨

Rollover and Subscription Agreement

INVESTOR:	/s/ Gary P. Campanella
	Gary Campanella
	Dollar Amount Rolled: $40,000
	Number of CRC Options Contributed: 39,269
	Substitute Options: $4,320
	Number of Units: 492.440
	Representing:
	Number of A Shares: 4,431.959
	Number of L Shares: 492.440
	Exercise Price Per Unit: $8.77
	Accredited Investor?:    Yes  ¨    No  ¨

EX-12

Exhibit 12

CRC Health Corporation

Ratio of Earnings to Fixed Charges

(In thousands, except ratios)

	Proforma Three Months Ended March 31, 2006			Proforma Year Ended December 31, 2005		Two Months Ended March 31, 2006		One Month Ended January 31, 2006			Three Months Ended March 31, 2005		Years Ended December 31,
													2005		2004		2003			2002			2001
						(Successor)		(Predecessor)					(Predecessor)
Earnings (loss) from continuing operations:
Income (loss) from continuing operations before income taxes	$	(51,113	)	$	10,220	$	1,743	$	(51,437	)	$	6,401	$	28,917	$	23,210	$	(4,637	)	$	(12,981	)	$	4,011
Add: Fixed Charges		11,166			46,806		7,215		2,955			4,525		24,461		17,726		9,115			6,488			2,418
Earnings, as adjusted	$	(39,947	)	$	57,026	$	8,958	$	(48,482	)	$	10,926	$	53,378	$	40,936	$	4,478		$	(6,493	)	$	6,429
Computation of fixed charges:
Total interest expense, including interest expensed and amortization of capitalized financing costs and debt discount	$	9,829		$	42,086	$	6,324	$	2,509		$	3,489	$	19,814	$	13,965	$	6,564		$	4,967		$	1,716
Interest portion of rent expense		1,337			4,720		891		446			1,036		4,647		3,761		2,551			1,521			702
Total fixed charges	$	11,166		$	46,806	$	7,215	$	2,955		$	4,525	$	24,461	$	17,726	$	9,115		$	6,488		$	2,418
Ratio of earnings to fixed charges(1)		—			1.22x		1.24x		—			2.41x		2.18x		2.31x		—			—			2.66x

(1) The ratio of earnings to fixed charges is completed by dividing earnings by fixed charges. "Earnings" consist of earnings before income taxes plus fixed charges. Fixed charges include (i) interest expense on borrowings and amortization of capitalized financing costs and debt discount and (ii) a reasonable approximation of the interest factor, which we deemed to be 80%, is included in rental expense. Earnings, as adjusted were not sufficient to cover fixed charges by approximately $51.1 million and $51.4 million for proforma three months ended March 31, 2006 and one month ended January 31, 2006, respectively and $4.6 million and $12.9 million for the fiscal years ended December 31, 2003 and 2002, respectively.

EX-21

Exhibit 21

Subsidiaries of CRC Health Corporation

Name	Jurisdiction of Incorporation
4therapy.com NETWORK	California
Advanced Treatment Systems, Inc.1	Virginia
ATS of Cecil County, Inc.2	Virginia
ATS of Delaware, Inc.	Virginia
ATS of North Carolina, Inc.3	Virginia
Baton Rouge Treatment Center, Inc.	Louisiana
Beckley Treatment Center, Inc.	West Virginia
BGI of Brandywine, Inc.4	Virginia
Bowling Green Inn of Pensacola, Inc.5	Virginia
Bowling Green Inn of South Dakota, Inc.6	Virginia
California Treatment Services7	California
CAPS of Virginia, Inc.	Virginia
Cartersville Center, Inc.	Georgia
Charleston Treatment Center Inc.	West Virginia
Clarksburg Treatment Center, Inc.	West Virginia
Comprehensive Addiction Programs, Inc.	Delaware
Coral Health Services, Inc.	Wisconsin
CRC ED Treatment, Inc.8	Delaware
CRC Health Oregon, Inc.	Oregon
CRC Health Tennessee, Inc.	Tennessee
CRC Recovery, Inc.	Delaware
East Indiana Treatment Center, Inc.	Indiana
Evansville Treatment Center Inc.	Indiana
Galax Treatment Center, Inc.9	Virginia
Greenbrier Treatment Center, Inc.	West Virginia
Huntington Treatment Center, Inc.	West Virginia
Indianapolis Treatment Center, Inc.	Indiana
Jayco Administration, Inc.	Nevada
Jeff-Grand Management Co., Inc.10	California
Kansas City Treatment Center, Inc.	Kansas
Milwaukee Health Services System11	California
Mineral County Treatment Center, Inc.	West Virginia

¹ d/b/a Coatesville Treatment Center

² d/b/a Elkton Treatment Center

³ d/b/a Cumberland County Treatment Center;

⁴ d/b/a Bowling Green Brandywine

⁵ d/b/a Twelve Oaks Treatment Center; Wellness Resource Center

⁶ d/b/a Keystone Treatment Center; Keystone Treatment Center Outpatient Services

⁷ d/b/a Recovery Solutions of Santa Ana

⁸ d/b/a Montecatini

⁹ d/b/a Life Center of Galax; Life Center of Galax Day Treatment Program; New River Treatment Center Methadone Maintenance; Clinch Valley Treatment Center Methadone Maintenance

¹⁰ d/b/a Jeff Grand Treatment Center

¹¹ d/b/a 27^th Street Clinic; 10^th Street Clinic; Madison Clinic; Valley Health Systems; Wausau Health Services

Name	Jurisdiction of Incorporation
MWB Associates-Massachusetts, Inc.	Massachusetts
National Specialty Clinics, Inc.	Delaware
NSC Acquisition Corp.	Delaware
Parkersburg Treatment Center, Inc.	West Virginia
Richmond Treatment Center, Inc.	Indiana
San Diego Health Alliance12	California
San Diego Treatment Services13	California
Sheltered Living Incorporated14	Texas
Sierra Tucson Inc.	Delaware
Southern Indiana Treatment Center Inc.	Indiana
Southern West Virginia Treatment Center, Inc.	West Virginia
Southwest Illinois Treatment Center, Inc.	Illinois
Stonehedge Convalescent Center, Inc.	Massachusetts
Stonehedge Convalescent Center Limited Partnership	Massachusetts
The Camp Recovery Centers, L.P.15	California
Transcultural Health Development, Inc.16	California
Treatment Associates, Inc.17	California
Virginia Treatment Center, Inc.18	Virginia
Volunteer Treatment Center, Inc.	Tennessee
WCHS of Colorado (G), Inc.19	Nevada
WCHS, Inc.20	California
Wheeling Treatment Center, Inc.21	West Virginia
White Deer Realty, Ltd.	Pennsylvania
White Deer Run, Inc.22	Pennsylvania
Wichita Treatment Center Inc.	Kansas
Williamson Treatment Center, Inc.	West Virginia
Wilmington Treatment Center, Inc.23	Virginia

¹² d/b/a Fashion Valley Clinic; Capalina Clinic; El Cajon Treatment Center

¹³ d/b/a Home Avenue Clinic; Third Avenue Clinic

¹⁴ d/b/a Live Healing Center of Santa Fe

¹⁵ d/b/a Azure Acres; Azure Acres IOP; Outpatient Services; The Camp Recovery Center Outpatient (Santa Cruz); The Camp Recovery Center

¹⁶ d/b/a Coastal Recovery Center

¹⁷ d/b/a Sacramento Treatment Clinic

¹⁸ d/b/a Roanoke Treatment Center

¹⁹ d/b/a Colorado Springs Treatment Center

²⁰ d/b/a Colton Clinical Services; Riverside Treatment Center; Desert Treatment Clinic; Recovery Treatment Clinic; 6^th Street Clinic; Silver Street Treatment Center; Hemphill Treatment Facility; The Renton Center; Lynnwood Clinic; Tacoma Treatment Solutions; Vancouver Treatment Solutions

²¹ d/b/a Weirton Treatment Center

²² d/b/a White Deer Run, Inc.; Cove Forge Behavioral Health System; Cove PREP Torrance State Hospital; White Deer Run of Lancaster; New Perspectives at White Deer Run; White Deer Run at Blue Mountain; New Directions; Renewal Center; White Deer Run of Allentown; White Deer Run of Altoona; White Deer Run of Bloomsburg; White Deer Run of Chambersburg; White Deer Run of Harrisburg; White Deer Run of Lewisburg; White Deer Run of New Castle; White Deer Run of Pottsville; White Deer Run of Reading; White Deer Run of Williamsport

²³ d/b/a Wilmington Treatment Center; Wilmington Treatment Center Outpatient Services

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our reports dated March 31, 2006 (June 20, 2006 as to Note 16) relating to the financial statements of CRC Health Corporation (formerly known as CRC Health Group, Inc.) and January 11, 2006 relating to the financial statements of National Specialty Clinics, Inc. and subsidiaries appearing in the prospectus, which is part of this registration statement.

We also consent to the reference to us under the heading “Experts” in such prospectus.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

June 20, 2006

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 9, 2005, with respect to the consolidated financial statements of ST Holding, LLC included in the Registration Statement (Form S-4) of CRC Health Corporation for the registration of $200,000,000 of 10¾% Senior Subordinated Notes due 2016.

/s/ ERNST & YOUNG LLP

Chicago, IL

June 19, 2006

EX-25

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

CRC Health Corporation

(Issuer with respect to the Securities)

Delaware	73-1650429
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20400 Stevens Creek Boulevard Suite 600 Cupertino, California	95014
(Address of Principal Executive Offices)	(Zip Code)

10-3/4% Senior Subordinated Notes Due 2016

Guarantees of 10-3/4% Senior Subordinated Notes Due 2016

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of March 31, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 1st of June, 2006.

By:	/s/ Richard Prokosch
	Richard Prokosch Vice President

By:	/s/ Raymond Haverstock
	Raymond Haverstock Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 1, 2006

By:	/s/ Richard Prokosch
	Richard Prokosch Vice President

By:	/s/ Raymond Haverstock
	Raymond Haverstock Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2006

($000’s)

	3/31/2006
Assets
Cash and Due From Depository Institutions	$	7,050,967
Securities		39,215,391
Federal Funds		3,114,744
Loans & Lease Financing Receivables		135,184,791
Fixed Assets		1,737,385
Intangible Assets		11,754,046
Other Assets		10,882,988
Total Assets	$	208,940,312
Liabilities
Deposits	$	132,810,195
Fed Funds		12,304,517
Treasury Demand Notes		0
Trading Liabilities		252,318
Other Borrowed Money		28,673,468
Acceptances		0
Subordinated Notes and Debentures		6,432,494
Other Liabilities		6,859,284
Total Liabilities	$	187,332,276
Equity
Minority Interest in Subsidiaries	$	1,029,155
Common and Preferred Stock		18,200
Surplus		11,804,040
Undivided Profits		8,756,641
Total Equity Capital	$	21,608,036
Total Liabilities and Equity Capital	$	208,940,312

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Richard Prokosch

Vice President

Date: June 1, 2006

5

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

for

Tender of All Outstanding

10 ³/4% Senior Subordinated Notes due February 1, 2016

in Exchange for

New 10 ³/4% Senior Subordinated Notes due February 1, 2016

of

CRC HEALTH CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY CRC HEALTH CORPORATION.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

By Mail, Hand or Overnight Delivery:   U.S. Bank National Association Corporate Trust Services 100 Wall Street, Suite 1600 New York, NY 10005 By Facsimile:   (651) 495-8158   For Information or Confirmation by Telephone:   (800) 934-6802

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated                     , 2006 (the “Prospectus”) of CRC Health Corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its new 10 ³/4% Senior Subordinated Notes due February 1, 2016 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”) for its outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Old Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Old Notes*	Principal Amount Tendered**
			Total:
*     Need not be completed by book-entry holders.   **  Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2.

Holders of Old Notes whose Old Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by The Depository Trust Company (“DTC”).

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):                                                                                                                                                                 

Name of Eligible Guarantor Institution that Guaranteed Delivery:                                                                                              

Date of Execution of Notice of Guaranteed Delivery:                                                                                                                      

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:                                                                                                                                                                

Account Number:                                                                                                                                                                                           

Transaction Code Number:                                                                                                                                                                         

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement dated February 6, 2006, among the Company, CRCA Merger Corporation, the guarantors listed on Schedule 1 thereto and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned agrees to all terms of the Exchange Offer.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offer” occur.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes.

By tendering shares of Old Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the

undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any broker-dealer participating in the Exchange Offer represents and warrants that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.

Any holder of Old Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Old Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Exchange Notes delivered in exchange for tendered Old Notes and any Old Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Old Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Old Notes as set forth in such box.

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying Substitute Form W-9)

Must be signed by the registered holder(s) exactly as such name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or in whose name the Old Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date                                                                                                                                                                                                                     

Name(s)                                                                                                                                                                                                              

(Please Print)

Capacity (full title)                                                                                                                                                                                        

Address                                                                                                                                                                                                              

(Including Zip Code)

Daytime Area Code and Telephone No.                                                                                                                                                

Taxpayer Identification No.                                                                                                                                                                        

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 3)

Authorized Signature                                                                                                                                                                                    

Date                                                                                                                                                                                                                     

Name                                                                                                                                                                                                                   

Title                                                                                                                                                                                                                     

Name of Firm                                                                                                                                                                                                  

Address of Firm                                                                                                                                                                                              

(Include Zip Code)

Area Code and Telephone No.                                                                                                                                                                  

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Old Notes not tendered are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.

Issue:	¨  Old Notes not tendered to:
	¨  Exchange Notes to:

Name(s)                                                                                                                                                                                                              

Address:                                                                                                                                                                                                             

(Include Zip Code)

Daytime Area Code and

Telephone No.                                                                                                                                                                                                 

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Old Notes not tendered are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	¨  Old Notes not tendered to:
	¨  Exchange Notes to:

Name(s)                                                                                                                                                                                                              

Address:                                                                                                                                                                                                             

(Include Zip Code)

Area Code and

Telephone No.                                                                                                                                                                                                 

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Old Notes may tender Old Notes by book-entry transfer by crediting the Old Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

The method of delivery of this Letter of Transmittal, the Old Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Old Notes or Letters of Transmittal should be sent to the Company.

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Old Notes are registered, and, if applicable, the certificate numbers of the Old Notes to be tendered; and (iii) all tendered Old Notes (or a confirmation of any book-entry transfer of such Old Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Old Notes for exchange.

2. Partial Tenders; Withdrawals.

If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Old Notes tendered in the box entitled

“Description of Old Notes Tendered Herewith.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Old Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Old Notes to be withdrawn; (iii) identify the Old Notes to be withdrawn (including the principal amount of such Old Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Old Notes and the principal amount of Old Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Old Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Old Notes listed, such Old Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Old Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others

acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution (as defined below).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution (as defined below), unless Old Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by a participant in a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Old Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes.

The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6. Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Taxpayer Identification Number

Each holder of Old Notes whose Old Notes are accepted for exchange (or other payee) who is a United States person (including a United States resident alien) is generally required to provide a correct taxpayer identification number (“TIN”) (e.g., the holder’s Social Security or federal employer identification number) and certain other information, on Form W-9 or Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty

imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made to the holder. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future and such person must also complete the Certificate of Awaiting Taxpayer Identification number provided herein. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made to the holder, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days after the date of the Substitute Form W-9, such withheld amounts will be paid over to the Internal Revenue Service.

All holders, including holders who are not United States persons should see “Important Tax Information” below. Holders who are non-U.S. persons may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below by writing “exempt” on the face thereof (and should not complete the remaining portion of the Substitute Form W-9), to avoid possible erroneous backup withholding. A non-U.S. holder must submit a properly completed IRS Form W-8 (which may be obtained from the Exchange Agent or via the IRS website at www.irs.gov), signed under the penalties of perjury, attesting to that holder’s status as a non-U.S. person. Holders are urged to consult their own tax advisors to ensure proper completion of the proper version of Form W-8.

9. Requests for Assistance or Additional Copies.

Questions relating to the Exchange Offer or the procedure for tendering, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a holder of Notes may be subject to backup withholding unless the holder provides the Exchange Agent, with either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Notes is awaiting a TIN), (B) that the holder of Notes is not subject to backup withholding because (x) such holder of Notes is exempt from backup withholding, (y) such holder of Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Notes that he or she is no longer subject to backup withholding and (C) that the holder of Notes is a United States person (including a United States resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Notes (including, among others, all corporations and certain foreign individuals) may not be subject to these backup withholding and reporting requirements. However, exempt holders of Notes should indicate their exempt status on Form W-9 or Substitute Form W-9. For example, a corporation should complete Form W-9 or the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, or similar form, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Exchange Agent, or via the IRS website at www.irs.gov. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders who are non-U.S. persons are urged to consult their own tax advisors to ensure proper completion of the proper version of Form W-8.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days after the date of Form W-9 or the Substitute Form W-9, such amounts will be paid over to the Internal Revenue Service.

The holder of Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Notes. If the Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers and individual taxpayer identification numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give name and the SOCIAL SECURITY number (or individual taxpayer identification number) of—
1       An individual’s account	The individual
2       Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account**
3       Custodian account of a minor (Uniform Gift to Minors Act)	The minor (circle the minor’s name)
4       Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person
5       a. The usual revocable savings trust account (grantor is also trustee)          b. So-called trust account that is not a legal or valid trust under state law.	The grantor-trustee** The actual owner**
For this type of account:	Give the name and the EMPLOYER IDENTIFICATION number of—
6       Sole proprietorship account or single owner limited liability company	The owner (or the owner’s Social Security number or individual taxpayer identification number) (you must show the name of the owner but you may also enter your business or “doing business as” name); if you are a sole proprietor the IRS encourages you to use your Social Security number
7       A valid trust, estate or pension trust	The legal entity (do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)
8       Corporation or limited liability company electing corporate status on Form 8832	The corporation
9       Religious, charitable, or educational organization account or an association, club or other tax-exempt organization	The organization
10     Partnership or multi-member limited liability company	The partnership
11     A broker or registered nominee	The broker or nominee
12     Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

* Note: If no name is circled when there is more than one name listed, the TIN will be considered to be that of the first name listed.

** List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, Form SS-4, Application for Employer Identification Number or Form W-7, Application for Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, check the box in Part 3 of the Substitute Form W-9, sign and date the Form, and give it to the requester. In addition, you must also complete the Certificate of Awaiting Taxpayer Identification Number.

Payee Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

• An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan, or a custodian account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code.

• The United States, or any agency or instrumentality thereof.

• A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

• An international organization or any agency, or instrumentality thereof.

• A foreign government or any of its political subdivisions, agencies or instrumentalities.

Payees that may be specifically exempted from backup withholding on payments of dividends and certain other payments include the following:

• A corporation.

• A financial institution.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A dealer in securities or commodities registered in the United States., the District of Columbia or a possession of the United States.

• A real estate investment trust.

• A nominee or custodian.

• A common trust fund operated by a bank under Section 584(a) of the Code.

• A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

• An entity registered at all times during the taxable year under the Investment Company Act of 1940, as amended.

• A foreign central bank of issue.

Exempt payees should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX LABELLED “EXEMPT FROM BACKUP WITHHOLDING,” SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income

paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

1. Penalty for Failure to Furnish Taxpayer identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty or $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

2. Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

3. Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.

4. Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of Federal Law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

ADVISOR OR THE INTERNAL REVENUE SERVICE.

PAYER’S NAME: U.S. Bank National Association, as Exchange Agent
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ¨      Exempt from backup withholding	Name Address Social Security Number OR Employer Identification Number
	Check appropriate box:        ¨    Individual/sole proprietor         ¨    Corporation ¨    Partnership                                 ¨    Other:
	Part 2—Certification—Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a United States person (including a United States resident alien).
Payor’s Request for Taxpayer Identification Number (TIN)	Certificate Instructions—You must cross out item (2) of Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).	Part 3 Awaiting TIN    ¨ Please complete Certificate of Awaiting Taxpayer Identification Number if you have checked this box

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature  Date  , 2006

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature  Date   , 2006

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

for

Tender of All Outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 in Exchange for New 10 ³/4% Senior Subordinated Notes due February 1, 2016

of

CRC HEALTH CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY CRC HEALTH CORPORATION.

Registered holders of outstanding 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of new 10 ³/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”) and whose Old Notes are not immediately available or who cannot deliver their Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer – Procedures for Tendering “ and “The Exchange Offer – Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

For Delivery by Registered or Certified Mail; Hand or Overnight Delivery:

U.S. Bank National Association

Corporate Trust Services

100 Wall Street, Suite 1600

New York, NY 10005

By Facsimile:

(651) 495-8158

For Information or Confirmation by Telephone:

(800) 934-6802

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tenders the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated              , 2006 of CRC Health Corporation (the “Prospectus”), receipt of which is hereby acknowledged.

Name(s) of Tendering Holder(s):                                                                                                                                                        

                            Please Print

Addresse(s):                                                                                                                                                                                                

Zip Code  

Daytime Area Code and Tel. No.:                                                                                                                                                       

Signature(s):                                                                                                                                                                                                

Number of Shares:                                                                                                                                                                                    

Certificate Nos. of Old Notes Tendered (if available):

Principal Amount of Old Notes Tendered:

(Check box if Shares will be tendered by book-entry transfer)

¨        The Depository Trust Company

Account Number:                                                                                                                                                                                      

Date:                                                                                                                                                                                                               

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at its address set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:
	Date:

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.