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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of CRC Health Corporation
- 3.2.1 Certificate of Incorporation of 4THERAPY.COM Network
- 3.2.2 Certificate of Incorporation of Advanced Treatment Systems, Inc.
- 3.2.3 Certificate of Incorporation of Ats of Cecil County, Inc.
- 3.2.4 Certificate of Incorporation of Ats of Delaware, Inc.
- 3.2.5 Certificate of Incorporation of Ats of North Carolina, Inc.
- 3.2.6 Certificate of Incorporation of Baton Rouge Treatment Center, Inc.
- 3.2.7 Certificate of Incorporation of Beckley Treatment Center, Inc.
- 3.2.8 Certificate of Incorporation of Bgi of Brandywine, Inc.
- 3.2.9 Certificate of Incorporation of Bowling Green Inn of Pensacola, Inc.
- 3.2.10 Certificate of Incorporation of Bowling Green Inn of South Dakota, Inc.
- 3.2.11 Certificate of Incorporation of Caps of Virginia, Inc.
- 3.2.12 Certificate of Incorporation of Cartersville Center, Inc.
- 3.2.13 Certificate of Incorporation of Charleston Treatment Center Inc.
- 3.2.14 Certificate of Incorporation of Clarksburg Treatment Center, Inc.
- 3.2.15 Certificate of Incorporation of Comprehensive Addiction Programs, Inc.
- 3.2.16 Certificate of Incorporation of Coral Health Services, Inc.
- 3.2.17 Certificate of Incorporation of CRC Ed Treatment, Inc.
- 3.2.18 Certificate of Incorporation of CRC Recovery, Inc.
- 3.2.19 Certificate of Incorporation of East Indiana Treatment Center, Inc.
- 3.2.20 Certificate of Incorporation of Evansville Treatment Center, Inc.
- 3.2.21 Certificate of Incorporation of Galax Treatment Center, Inc.
- 3.2.22 Certificate of Incorporation of Greenbriar Treatment Center, Inc.
- 3.2.23 Certificate of Incorporation of Huntington Treatment Center, Inc.
- 3.2.24 Certificate of Incorporation of Indianapolis Treatment Center, Inc.
- 3.2.25 Certificate of Incorporation of Jayco Administration, Inc.
- 3.2.26 Certificate of Incorporation of Jeff-grand Management Co., Inc.
- 3.2.27 Certificate of Incorporation of Kansas City Treatment Center, Inc.
- 3.2.28 Certificate of Incorporation of Mineral County Treatment Center, Inc.
- 3.2.29 Certificate of Incorporation of MWB Associates-massachusetts, Inc.
- 3.2.30 Certificate of Incorporation of National Specialty Clinics, Inc.
- 3.2.31 Certificate of Incorporation of NSC Acquisition Corp.
- 3.2.32 Certificate of Incorporation of Parkersbur Treatment Center, Inc.
- 3.2.33 Certificate of Incorporation of Richmond Treatment Center, Inc.
- 3.2.34 Certificate of Incorporation of San Diego Health Alliance
- 3.2.35 Certificate of Incorporation of Sheltered Living Incorporated
- 3.2.36 Certificate of Incorporation of Sierra Tucson Inc.
- 3.2.37 Certificate of Incorporation of Southern Indiana Treatment Center, Inc.
- 3.2.38 Certificate of Incorporation of Southern W. Virginia Treatment Center, Inc.
- 3.2.39 Certificate of Incorporation of Southwest Illinois Treatment Center, Inc.
- 3.2.40 Certificate of Incorporation of Stonehedge Convalescent Center, Inc.
- 3.2.41 Certificate of Incorporation of Stonehedge Convalescent Center LP
- 3.2.42 Certificate of Incorporation of the Camp Recovery Centers, LP
- 3.2.43 Certificate of Incorporation of Transcultural Health Developement, Inc.
- 3.2.44 Certificate of Incorporation of Treatment Associates, Inc.
- 3.2.45 Certificate of Incorporation of Virginia Treatment Center, Inc.
- 3.2.46 Certificate of Incorporation of Volunteer Treatment Center, Inc.
- 3.2.47 Certificate of Incorporation of WCHS of Colorado (G) Inc.
- 3.2.48 Certificate of Incorporation of WCHS, Inc.
- 3.2.49 Certificate of Incorporation of Wheeling Treatment Center, Inc.
- 3.2.50 Certificate of Incorporation of White Deer Realty, LTD.
- 3.2.51 Certificate of Incorporation of White Deer Run, Inc.
- 3.2.52 Certificate of Incorporation of Wichita Treatment Center Inc.
- 3.2.53 Certificate of Incorporation of Williamson Treatment Center, Inc.
- 3.2.54 Certificate of Incorporation of Wilmington Treatment Center, Inc.
- 3.3 By-laws of CRC Health Corporation
- 3.4.1 By-laws of 4THERAPY.COMNETWORK
- 3.4.2 By-laws of Advanced Treatment Systems, Inc.
- 3.4.3 By-laws of Ats of Cecil County, Inc.
- 3.4.4 By-laws of Ats of Delaware, Inc.
- 3.4.5 By-laws of Ats of North Carolina, Inc.
- 3.4.6 By-laws of Baton Rouge Treatment Center, Inc.
- 3.4.7 By-laws of Beckley Treatment Center, Inc.
- 3.4.8 By-laws of Bgi of Brandywine, Inc.
- 3.4.9 By-laws of Bowling Green Inn of Pensacola, Inc.
- 3.4.10 By-laws of Bowling Green Inn of South Dakota, Inc.
- 3.4.11 By-laws of Caps of Virginia, Inc.
- 3.4.12 By-laws of Cartersville Center, Inc.
- 3.4.13 By-laws of Charleston Treatment Center, Inc.
- 3.4.14 By-laws of Clarksburg Treatment Center, Inc.
- 3.4.15 By-laws of Comprehensive Addiction Programs, Inc.
- 3.4.16 By-laws of Coral Health Service, Inc.
- 3.4.17 By-laws of CRC Ed Treatment, Inc.
- 3.4.18 By-laws of CRC Recovery, Inc.
- 3.4.19 By-laws of East Indiana Treatment Center, Inc.
- 3.4.20 By-laws of Evansville Treatment Center, Inc.
- 3.4.21 By-laws of Galax Treatment Center, Inc.
- 3.4.22 By-laws of Greenbriar Treatment Center, Inc.
- 3.4.23 By-laws of Huntington Treatment Center, Inc.
- 3.4.24 By-laws of Indianapolis Treatment Center, Inc.
- 3.4.25 By-laws of Jayco Administration, Inc.
- 3.4.26 By-laws of Jeff-grand Management Co., Inc.
- 3.4.27 By-laws of Kansas City Treatment Center, Inc.
- 3.4.28 By-laws of Mineral County Treatment Center, Inc.
- 3.4.29 By-laws of MWB Associates-massachusetts, Inc.
- 3.4.30 By-laws of National Specialty Clinics, Inc.
- 3.4.31 By-laws of NSC Acquisition Corp.
- 3.4.32 By-laws of Parkersburg Treatment Center, Inc.
- 3.4.33 By-laws of Richmond Treatment Center, Inc.
- 3.4.34 By-laws of San Diego Health Alliance
- 3.4.35 By-laws of Sheltered Living Incorporated
- 3.4.36 By-laws of Sierra Tuscon Inc.
- 3.4.37 By-laws of Southern Indiana Treatment Center, Inc.
- 3.4.38 By-laws of Southern West Virginia Treatment Center, Inc.
- 3.4.39 By-laws of Southwest Illinois Treatment Center, Inc.
- 3.4.40 By-laws of Stonehedge Convalescent Center, Inc.
- 3.4.41 By-laws of Transcultural Health Development, Inc.
- 3.4.42 By-laws of Treatment Associates, Inc.
- 3.4.43 By-laws of Virginia Treatment Center, Inc.
- 3.4.44 By-laws of Volunteer Treatment Center
- 3.4.45 By-laws of WCHS Colorado (G), Inc.
- 3.4.46 By-laws of WCHS, Inc.
- 3.4.47 By-laws of Wheeling Treatment Center
- 3.4.48 By-laws of White Deer Realty
- 3.4.49 By-laws of White Deer Run, Inc.
- 3.4.50 By-laws of Wichita Treatment Center
- 3.4.51 By-laws of Williamson Treatment Center
- 3.4.52 By-laws of Wilmington Treatment Center
- 3.5 Partnership Agreement of California Treatment Center
- 3.6 Partnership Agreement of Milwaukee Health Services Systems
- 3.7 Partership Agreement of San Diego Treatment Services
- 3.8 Limited Partnership Agreement of the Camp Recovery Centers, L.P.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray
- 5.2 Opinion of Dla Piper Rudnick Gray Cary Us LLP - California
- 5.3 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Illinois
- 5.4 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Texas
- 5.5 Opinion of Powell Goldstein LLP
- 5.6 Opinion of Barnes & Thornburg
- 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
- 5.13 Opinion of Steptoe & Johnson PLLC
- 5.14 Opinion of Lafollette Godfrey & Kahn
- 10.1 Credit Agreement
- 10.2 Security Agreement
- 10.3 Guarantee Agreement
- 10.4 Management Agreement with Bain
- 10.5 Employment Agreement Between Barry Karlin, CRC Health Group, Inc. and CRC Health
- 10.6 Stockholder Agreement Among CRC Health Group, Inc.
- 10.7 Form of Executive Letter Agreement
- 10.8 2006 Executive Incentive Plan
- 10.9 2006 Management Incentive Plan
- 10.10 Form of Senior Executive Option
- 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 Between Crca Holdings and CRC Health Group
- 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
- 25 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 9 Oct 15 Registration of securities issued in business combination transactions
- 2 Jul 15 Registration of securities issued in business combination transactions
- 4 Aug 06 Registration of securities issued in business combination transactions (amended)
- 21 Jun 06 Registration of securities issued in business combination transactions
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 |