Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, SHG ACQUISITION CORP. By:____________________________ Name: Robert M. Le Blanc Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. Xx:_____________________________ Xxxx: Title: SCHEDULE I List of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment Group, Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Rehabilitation Center GP, LLC Brier Oak on Sunset, LLC Carehouse Healthcare Center, LLC Carson Senior Assisted Living, LLC Clairmont Beaumont GP, LLC Clairmonx Xxxxview GP, LLC Colonial New Braxxxxxx XX, XXX Xxxonial Tylxx XX, XXC Comanche Nursing Center GP, LLC Coronado Nursing Center XX, XXX Devonshire Care Center, LLC Elmcrest Care Center, LLC Eureka Healthcare and Rehabilitation Center, LLC Flatonia Oak Manor GP, LLC Fountain Care Center, LLC Fountain Senior Assisted Living, LLC Fountain View Subacute and Nursing Center, LLC Granada Healthcare and Rehabilitation Center, LLC Guadalupe Valley Nursing Center GP, LLC Hallettsville Rehabilitation GX, XXX Xxllmark Rehabilitation GP, LLC Hancock Park Rehabilitation Center, LLC Hancock Park Senior Assisted Lxxxxx, LLC Hemet Senior Assisted Living, XXX Xxghland Healthcare and Rehabilitation Center, LLC Hospice Care Investments, LLC Hospice Care of the West, LLC Hospitality Nursing GP, LLC Leasehold Resource Group, LLC Live Oak Nursing Center GP, LLC Louisburg Healthcare and Rehabilitation Center, LLC Montebello Care Center, LLC Monument Rehabilitation GP, LLC Oak Crest Nursing Center GP, LLC Oakland Manor GP, LLC Pacific Healthcare and Rehabilitation Center, LLC Richmond Healthcare and Rehabilitation Center, LLC Rio Hondo Subacute and Nursing Center, LLC Rossville Healthcare and Rehabilitation Center, LLC Royalwood Care Center, LLC Seaview Healthcare and Rehabilitation Center, LLC Sharon Care Center, LLC Shawnee Gardens Healthcare and Rehabilitation Xxxxxx, LLC Skilled Healthcare, LLC Southwest Payroll Services, LLC Southwood Care Center GP, LLC Spring Senior Assisted Living, LLC St. Elizabeth Healthcare and Rehabilitation Center, LLC St. Luke Healthcarx xxx Xxxabilitation Center, LLC Sycamore Park Care Center, LLC Texas Cityview Care Center GP, LLC Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC The Clairmont Tyler GP, LLC The Earlwood, LLC The Heights of Summerlin, LLX Xxx Xxxxxxxxx Healthcare Center GP, LLC Town and Countrx Xxxxx XP, LLC Travelmark Staffing, LLC Valley Healthcare Center, LLC Villa Maria Healthcare Center, LLC Vintage Park at Atchison, LLC Vintaxx Xxxx xx Baldwin City, LLC Vintage Park at Gardnex, XXX Xintage Part at Lenexa, XXX Xxntage Park at Louisburg, LLX Xxxxxge Park at Osawatomie, LLC Vintage Park at Ottawa, LLC Vintage Park at Paola, LLC Vintage Park at Stanley, LLC Wathena Healthcare and Rehabilitation Center, LLC West Sixx Xxxxus of Xxxx XX, LLC Willow Creek Healthcare Center, LLC Woodland Care Center, LLC Delaware Limited Partnerships -------------------------------------- Briarcliff Nursing and Rehabilitation Center, LP Clairmont Beaumont, LP Clairmont Longview, LP Colonial New Braunfelx Xxxx Xxxxxr, LP Colonxxx Xxxxx Xxre Center, LP Comanche Nursing Center, LP Coronado Nursing Center, LP Flatonia Oak Manor, LP Guadalupe Valley Xxxxxxx Xxnter, LP Hallettsville Rehabilitation and Nursing Center, LP Hallmark Rehabilitation, LP Hospice of the West, LP Hospitality Nursing and Rehabilitation Center, LP Live Oak Nursing Center, LP Monument Rehabilitation and Nursing Center, LP Oak Crest Nursing Center, LP Oakland Manor Nursing Center, LP SHG Resources, LP Southwood Care Center, LP Texas Cityview Care Center, LP Texas Herixxxx Xxxx Xxrsing and Rehabilitation Center, LP The Clairmont Tyler, LP The Woodlands Healthcare Center, LP Town and Countxx Xxxxx, XX Xxavelmark Staffing, LP West Side Campus of Care, LP ANNEX A 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. 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 Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial 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." ANNEX C
Appears in 1 contract
Samples: Leasehold Resource Group LLC
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Issuer and the Guarantors Company in accordance with its terms. Very truly yours, SHG ACQUISITION CORP. CHIPPAC INTERNATIONAL COMPANY LIMITED By:____________________________ : /s/ XXXXXX XXXXXX ------------------------------------- Name: Robert M. Le Blanc Xxxxxx Xxxxxx Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness Chairman of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. byCITICORP CAPITAL INVESTORS, LIMITED By: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ /s/ XXXXX X. XXXXX ---------------------------------- Name: Xxxxx X. Xxxxx Title: President ANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The foregoing following questions (the "QUESTIONNAIRE") elicit information to prepare (i) the Registration Rights Agreement is hereby confirmed and accepted as Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 12-3/4% Senior Subordinated Notes due 2009 (the "NOTES"), on behalf of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. Xx:_____________________________ Xxxx: Title: SCHEDULE I List beneficial owners thereof, filed by ChipPAC International Company Limited (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment Group, Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Rehabilitation Center GP, LLC Brier Oak on Sunset, LLC Carehouse Healthcare Center, LLC Carson Senior Assisted Living, LLC Clairmont Beaumont GP, LLC Clairmonx Xxxxview GP, LLC Colonial New Braxxxxxx XX, XXX Xxxonial Tylxx XX, XXC Comanche Nursing Center GP, LLC Coronado Nursing Center XX, XXX Devonshire Care Center, LLC Elmcrest Care Center, LLC Eureka Healthcare and Rehabilitation Center, LLC Flatonia Oak Manor GP, LLC Fountain Care Center, LLC Fountain Senior Assisted Living, LLC Fountain View Subacute and Nursing Center, LLC Granada Healthcare and Rehabilitation Center, LLC Guadalupe Valley Nursing Center GP, LLC Hallettsville Rehabilitation GX, XXX Xxllmark Rehabilitation GP, LLC Hancock Park Rehabilitation Center, LLC Hancock Park Senior Assisted Lxxxxx, LLC Hemet Senior Assisted Living, XXX Xxghland Healthcare and Rehabilitation Center, LLC Hospice Care Investments, LLC Hospice Care of Notes (the West, LLC Hospitality Nursing GP, LLC Leasehold Resource Group, LLC Live Oak Nursing Center GP, LLC Louisburg Healthcare and Rehabilitation Center, LLC Montebello Care Center, LLC Monument Rehabilitation GP, LLC Oak Crest Nursing Center GP, LLC Oakland Manor GP, LLC Pacific Healthcare and Rehabilitation Center, LLC Richmond Healthcare and Rehabilitation Center, LLC Rio Hondo Subacute and Nursing Center, LLC Rossville Healthcare and Rehabilitation Center, LLC Royalwood Care Center, LLC Seaview Healthcare and Rehabilitation Center, LLC Sharon Care Center, LLC Shawnee Gardens Healthcare and Rehabilitation Xxxxxx, LLC Skilled Healthcare, LLC Southwest Payroll Services, LLC Southwood Care Center GP, LLC Spring Senior Assisted Living, LLC St. Elizabeth Healthcare and Rehabilitation Center, LLC St. Luke Healthcarx xxx Xxxabilitation Center, LLC Sycamore Park Care Center, LLC Texas Cityview Care Center GP, LLC Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC The Clairmont Tyler GP, LLC The Earlwood, LLC The Heights of Summerlin, LLX Xxx Xxxxxxxxx Healthcare Center GP, LLC Town and Countrx Xxxxx XP, LLC Travelmark Staffing, LLC Valley Healthcare Center, LLC Villa Maria Healthcare Center, LLC Vintage Park at Atchison, LLC Vintaxx Xxxx xx Baldwin City, LLC Vintage Park at Gardnex, XXX Xintage Part at Lenexa, XXX Xxntage Park at Louisburg, LLX Xxxxxge Park at Osawatomie, LLC Vintage Park at Ottawa, LLC Vintage Park at Paola, LLC Vintage Park at Stanley, LLC Wathena Healthcare and Rehabilitation Center, LLC West Sixx Xxxxus of Xxxx XX, LLC Willow Creek Healthcare Center, LLC Woodland Care Center, LLC Delaware Limited Partnerships -------------------------------------- Briarcliff Nursing and Rehabilitation Center, LP Clairmont Beaumont, LP Clairmont Longview, LP Colonial New Braunfelx Xxxx Xxxxxr, LP Colonxxx Xxxxx Xxre Center, LP Comanche Nursing Center, LP Coronado Nursing Center, LP Flatonia Oak Manor, LP Guadalupe Valley Xxxxxxx Xxnter, LP Hallettsville Rehabilitation and Nursing Center, LP Hallmark Rehabilitation, LP Hospice of the West, LP Hospitality Nursing and Rehabilitation Center, LP Live Oak Nursing Center, LP Monument Rehabilitation and Nursing Center, LP Oak Crest Nursing Center, LP Oakland Manor Nursing Center, LP SHG Resources, LP Southwood Care Center, LP Texas Cityview Care Center, LP Texas Herixxxx Xxxx Xxrsing and Rehabilitation Center, LP The Clairmont Tyler, LP The Woodlands Healthcare Center, LP Town and Countxx Xxxxx, XX Xxavelmark Staffing, LP West Side Campus of Care, LP ANNEX A Each broker-dealer that receives Exchange Notes for its own account "SELLING SECURITYHOLDERS") pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with any resale of such Exchange Notesthe Shelf Registration Statement. By so acknowledging and electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning terms of the Securities ActRegistration Rights Agreement. This Prospectus, as it may be amended or supplemented from time to time, may Because the information provided in this Questionnaire will be used by a broker-dealer in connection with resales the preparation of Exchange Notes received documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in exchange for Initial Notes where such Initial Notes were acquired information previously furnished by such broker-dealer you to the Company or the occurrence of any event in either case as a result of market-making activities which any Prospectus included in such Shelf Registration Statement contains or other trading activities. The Company has agreed that, for would contain an untrue statement of a period material fact regarding you or your intended method of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial 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 distribution of such Exchange NotesSecurities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. See Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "Plan CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of Distributionall information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN." ANNEX C
Appears in 1 contract
Samples: Citigroup Inc
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Issuer and the Guarantors Company in accordance with its terms. Very truly yours, SHG ACQUISITION CORP. CHIPPAC INTERNATIONAL COMPANY LIMITED By:____________________________ Name: Robert M. Le Blanc Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. XxCITICORP CAPITAL INVESTORS, LIMITED By:_________________________________ XxxxName: Title: SCHEDULE I List of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment GroupANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "Questionnaire") elicit information to prepare ------------- (i) the Registration Statement on Form S-3 (the "Shelf Registration Statement") ---------------------------- registering for resale the Company's 12 3/4% Senior Subordinated Notes due 2009 (the "Notes"), Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Rehabilitation Center GP, LLC Brier Oak on Sunset, LLC Carehouse Healthcare Center, LLC Carson Senior Assisted Living, LLC Clairmont Beaumont GP, LLC Clairmonx Xxxxview GP, LLC Colonial New Braxxxxxx XX, XXX Xxxonial Tylxx XX, XXC Comanche Nursing Center GP, LLC Coronado Nursing Center XX, XXX Devonshire Care Center, LLC Elmcrest Care Center, LLC Eureka Healthcare and Rehabilitation Center, LLC Flatonia Oak Manor GP, LLC Fountain Care Center, LLC Fountain Senior Assisted Living, LLC Fountain View Subacute and Nursing Center, LLC Granada Healthcare and Rehabilitation Center, LLC Guadalupe Valley Nursing Center GP, LLC Hallettsville Rehabilitation GX, XXX Xxllmark Rehabilitation GP, LLC Hancock Park Rehabilitation Center, LLC Hancock Park Senior Assisted Lxxxxx, LLC Hemet Senior Assisted Living, XXX Xxghland Healthcare and Rehabilitation Center, LLC Hospice Care Investments, LLC Hospice Care behalf of the Westbeneficial owners thereof, LLC Hospitality Nursing GP, LLC Leasehold Resource Group, LLC Live Oak Nursing Center GP, LLC Louisburg Healthcare filed by ChipPAC ----- International Company Limited (the "Company") with the Securities Exchange ------- Commission in accordance with the rights granted to you and Rehabilitation Center, LLC Montebello Care Center, LLC Monument Rehabilitation GP, LLC Oak Crest Nursing Center GP, LLC Oakland Manor GP, LLC Pacific Healthcare and Rehabilitation Center, LLC Richmond Healthcare and Rehabilitation Center, LLC Rio Hondo Subacute and Nursing Center, LLC Rossville Healthcare and Rehabilitation Center, LLC Royalwood Care Center, LLC Seaview Healthcare and Rehabilitation Center, LLC Sharon Care Center, LLC Shawnee Gardens Healthcare and Rehabilitation Xxxxxx, LLC Skilled Healthcare, LLC Southwest Payroll Services, LLC Southwood Care Center GP, LLC Spring Senior Assisted Living, LLC St. Elizabeth Healthcare and Rehabilitation Center, LLC St. Luke Healthcarx xxx Xxxabilitation Center, LLC Sycamore Park Care Center, LLC Texas Cityview Care Center GP, LLC Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC The Clairmont Tyler GP, LLC The Earlwood, LLC The Heights the other holders of Summerlin, LLX Xxx Xxxxxxxxx Healthcare Center GP, LLC Town and Countrx Xxxxx XP, LLC Travelmark Staffing, LLC Valley Healthcare Center, LLC Villa Maria Healthcare Center, LLC Vintage Park at Atchison, LLC Vintaxx Xxxx xx Baldwin City, LLC Vintage Park at Gardnex, XXX Xintage Part at Lenexa, XXX Xxntage Park at Louisburg, LLX Xxxxxge Park at Osawatomie, LLC Vintage Park at Ottawa, LLC Vintage Park at Paola, LLC Vintage Park at Stanley, LLC Wathena Healthcare and Rehabilitation Center, LLC West Sixx Xxxxus of Xxxx XX, LLC Willow Creek Healthcare Center, LLC Woodland Care Center, LLC Delaware Limited Partnerships -------------------------------------- Briarcliff Nursing and Rehabilitation Center, LP Clairmont Beaumont, LP Clairmont Longview, LP Colonial New Braunfelx Xxxx Xxxxxr, LP Colonxxx Xxxxx Xxre Center, LP Comanche Nursing Center, LP Coronado Nursing Center, LP Flatonia Oak Manor, LP Guadalupe Valley Xxxxxxx Xxnter, LP Hallettsville Rehabilitation and Nursing Center, LP Hallmark Rehabilitation, LP Hospice of Notes (the West, LP Hospitality Nursing and Rehabilitation Center, LP Live Oak Nursing Center, LP Monument Rehabilitation and Nursing Center, LP Oak Crest Nursing Center, LP Oakland Manor Nursing Center, LP SHG Resources, LP Southwood Care Center, LP Texas Cityview Care Center, LP Texas Herixxxx Xxxx Xxrsing and Rehabilitation Center, LP The Clairmont Tyler, LP The Woodlands Healthcare Center, LP Town and Countxx Xxxxx, XX Xxavelmark Staffing, LP West Side Campus of Care, LP ANNEX A Each broker-dealer that receives Exchange Notes for its own account "Selling Securityholders") pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Registration Rights ----------------------- Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "Registration Rights Agreement") and (ii) other securities ----------------------------- documents which may be required in connection with any resale of such Exchange Notesthe Shelf Registration Statement. By so acknowledging and electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning terms of the Securities ActRegistration Rights Agreement. This Prospectus, as it may be amended or supplemented from time to time, may Because the information provided in this Questionnaire will be used by a broker-dealer in connection with resales the preparation of Exchange Notes received documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in exchange for Initial Notes where such Initial Notes were acquired information previously furnished by such broker-dealer you to the Company or the occurrence of any event in either case as a result of market-making activities which any Prospectus included in such Shelf Registration Statement contains or other trading activities. The Company has agreed that, for would contain an untrue statement of a period material fact regarding you or your intended method of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial 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 distribution of such Exchange NotesSecurities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. See Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, 34/th/ Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "Plan Closing Date"). By ------------ executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of Distributionall information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN." ANNEX C
Appears in 1 contract
Samples: Chippac Inc
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Issuer and the Guarantors Company in accordance with its terms. Very truly yours, SHG ACQUISITION CORP. CHIPPAC INTERNATIONAL COMPANY LIMITED By:____________________________ Name: Robert M. Le Blanc Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. XxCITICORP CAPITAL INVESTORS, LIMITED By:_________________________________ XxxxName: Title: SCHEDULE I List of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment GroupANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to prepare (i) the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 12-3/4% Senior Subordinated Notes due 2009 (the "NOTES"), Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Rehabilitation Center GP, LLC Brier Oak on Sunset, LLC Carehouse Healthcare Center, LLC Carson Senior Assisted Living, LLC Clairmont Beaumont GP, LLC Clairmonx Xxxxview GP, LLC Colonial New Braxxxxxx XX, XXX Xxxonial Tylxx XX, XXC Comanche Nursing Center GP, LLC Coronado Nursing Center XX, XXX Devonshire Care Center, LLC Elmcrest Care Center, LLC Eureka Healthcare and Rehabilitation Center, LLC Flatonia Oak Manor GP, LLC Fountain Care Center, LLC Fountain Senior Assisted Living, LLC Fountain View Subacute and Nursing Center, LLC Granada Healthcare and Rehabilitation Center, LLC Guadalupe Valley Nursing Center GP, LLC Hallettsville Rehabilitation GX, XXX Xxllmark Rehabilitation GP, LLC Hancock Park Rehabilitation Center, LLC Hancock Park Senior Assisted Lxxxxx, LLC Hemet Senior Assisted Living, XXX Xxghland Healthcare and Rehabilitation Center, LLC Hospice Care Investments, LLC Hospice Care behalf of the Westbeneficial owners thereof, LLC Hospitality Nursing GP, LLC Leasehold Resource Group, LLC Live Oak Nursing Center GP, LLC Louisburg Healthcare filed by ChipPAC International Company Limited (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and Rehabilitation Center, LLC Montebello Care Center, LLC Monument Rehabilitation GP, LLC Oak Crest Nursing Center GP, LLC Oakland Manor GP, LLC Pacific Healthcare and Rehabilitation Center, LLC Richmond Healthcare and Rehabilitation Center, LLC Rio Hondo Subacute and Nursing Center, LLC Rossville Healthcare and Rehabilitation Center, LLC Royalwood Care Center, LLC Seaview Healthcare and Rehabilitation Center, LLC Sharon Care Center, LLC Shawnee Gardens Healthcare and Rehabilitation Xxxxxx, LLC Skilled Healthcare, LLC Southwest Payroll Services, LLC Southwood Care Center GP, LLC Spring Senior Assisted Living, LLC St. Elizabeth Healthcare and Rehabilitation Center, LLC St. Luke Healthcarx xxx Xxxabilitation Center, LLC Sycamore Park Care Center, LLC Texas Cityview Care Center GP, LLC Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC The Clairmont Tyler GP, LLC The Earlwood, LLC The Heights the other holders of Summerlin, LLX Xxx Xxxxxxxxx Healthcare Center GP, LLC Town and Countrx Xxxxx XP, LLC Travelmark Staffing, LLC Valley Healthcare Center, LLC Villa Maria Healthcare Center, LLC Vintage Park at Atchison, LLC Vintaxx Xxxx xx Baldwin City, LLC Vintage Park at Gardnex, XXX Xintage Part at Lenexa, XXX Xxntage Park at Louisburg, LLX Xxxxxge Park at Osawatomie, LLC Vintage Park at Ottawa, LLC Vintage Park at Paola, LLC Vintage Park at Stanley, LLC Wathena Healthcare and Rehabilitation Center, LLC West Sixx Xxxxus of Xxxx XX, LLC Willow Creek Healthcare Center, LLC Woodland Care Center, LLC Delaware Limited Partnerships -------------------------------------- Briarcliff Nursing and Rehabilitation Center, LP Clairmont Beaumont, LP Clairmont Longview, LP Colonial New Braunfelx Xxxx Xxxxxr, LP Colonxxx Xxxxx Xxre Center, LP Comanche Nursing Center, LP Coronado Nursing Center, LP Flatonia Oak Manor, LP Guadalupe Valley Xxxxxxx Xxnter, LP Hallettsville Rehabilitation and Nursing Center, LP Hallmark Rehabilitation, LP Hospice of Notes (the West, LP Hospitality Nursing and Rehabilitation Center, LP Live Oak Nursing Center, LP Monument Rehabilitation and Nursing Center, LP Oak Crest Nursing Center, LP Oakland Manor Nursing Center, LP SHG Resources, LP Southwood Care Center, LP Texas Cityview Care Center, LP Texas Herixxxx Xxxx Xxrsing and Rehabilitation Center, LP The Clairmont Tyler, LP The Woodlands Healthcare Center, LP Town and Countxx Xxxxx, XX Xxavelmark Staffing, LP West Side Campus of Care, LP ANNEX A Each broker-dealer that receives Exchange Notes for its own account "SELLING SECURITYHOLDERS") pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with any resale of such Exchange Notesthe Shelf Registration Statement. By so acknowledging and electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning terms of the Securities ActRegistration Rights Agreement. This Prospectus, as it may be amended or supplemented from time to time, may Because the information provided in this Questionnaire will be used by a broker-dealer in connection with resales the preparation of Exchange Notes received documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in exchange for Initial Notes where such Initial Notes were acquired information previously furnished by such broker-dealer you to the Company or the occurrence of any event in either case as a result of market-making activities which any Prospectus included in such Shelf Registration Statement contains or other trading activities. The Company has agreed that, for would contain an untrue statement of a period material fact regarding you or your intended method of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial 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 distribution of such Exchange NotesSecurities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. See Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "Plan CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of Distributionall information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN." ANNEX C
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Samples: Citigroup Inc
