SUN HEALTHCARE GROUP, INC. $200,000,000 Senior Subordinated Notes Due 2015 JOINDER TO THE REGISTRATION RIGHTS AGREEMENT
EXHIBIT
4.2
SUN
HEALTHCARE GROUP, INC.
$200,000,000
Senior Subordinated Notes Due 2015
April
19,
2007
CREDIT
SUISSE SECURITIES (USA) LLC,
CIBC
WORLD MARKETS CORP.,
UBS
SECURITIES LLC,
XXXXXXXXX
& COMPANY, INC.,
c/o
Credit Suisse Securities (USA) LLC,
Eleven
Xxxxxxx Xxxxxx,
Xxx
Xxxx, Xxx Xxxx 00000-0000
Ladies
and Gentlemen:
Reference
is made to the Purchase Agreement (the “Purchase Agreement”) dated March 22,
2007, among Sun Healthcare Group, Inc., a Delaware corporation (the “Company”),
its subsidiary guarantors (the “Guarantors”), Credit Suisse Securities (USA)
LLC, CIBC World Markets Corp., UBS Securities LLC, and Xxxxxxxxx & Company,
Inc. (collectively, the “Purchasers”), concerning the purchase of the Initial
Securities from the Company by the Purchasers. This is the Joinder Agreement
to
the Registration Rights Agreement dated April 12, 2007 (the “Registration Rights
Agreement” or this “Agreement”). Capitalized terms used herein but not defined
herein shall have the meanings ascribed to such terms in the Registration Rights
Agreement.
Each
of
the parties hereto agrees that this Agreement is being executed and delivered
in
connection with the issue and sale of the Initial Securities pursuant to the
Purchase Agreement and to induce the Purchasers to purchase the Initial
Securities thereunder. This Agreement is being executed on the Closing Date
or,
if applicable, the Escrow Release Date, concurrently with the consummation
of
the Acquisition.
1. Joinder.
Each of
Harborside and the Harborside Guarantors listed on Schedule II to the
Registration Rights Agreement (together, the “Joining Parties”) hereby agrees to
become bound by the terms, conditions and other provisions of the Registration
Rights Agreement with all attendant rights, duties and obligations stated
therein, with the same force and effect as if originally named therein as a
party and as if such party executed the Registration Rights Agreement on the
date thereof.
2. Representations
and Warranties of the Joining Parties.
Each
of
the Joining Parties represents and warrants to, and agrees with, the Purchasers
on and as of the date hereof that this Agreement has been duly authorized,
executed and delivered by such Joining Party.
3. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK.
4. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
each
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
5. Amendments.
No
amendment or waiver of any provision of this Agreement, nor any consent or
approval to any departure therefrom, shall in any event be effective unless
the
same shall be in writing and signed by the parties hereto.
6. Headings.
The
headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Agreement.
2
If
the
foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided
below.
Very
truly yours,
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/s/ Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
Title:
Vice
President of Harborside Healthcare Corporation
Trustee
of HHC 1998-1 Trust
Vice
President of Maryland Harborside Corp., the
general
partner of Massachusetts Holdings II, Limited
Partnership
Vice
President of KHI LLC, the general partner of
Harborside
Healthcare Limited Partnership and
Harborside
Healthcare Advisors Limited Partnership
Vice
President of each of the Group A Guarantors listed
on
Schedule A
Vice
President of Harborside Health I LLC, the general
partner of each of the Group B Guarantors listed on
Schedule
A
Vice
President of KHI LLC, the general partner of each
of
the Group C Guarantors listed on Schedule A
Vice
President of Harborside Toledo Business LLC, the
general
partner of each of the Group D Guarantors
listed
on Schedule A
Vice
President of each of the Group E Guarantors listed
on
Schedule A
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HHC
Nutrition Services, LLC
/s/
Xxxxxxx Xxxx
|
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Name:
Xxxxxxx Xxxx
Title:
Secretary
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X-0
|
Xxxxxxxxxx
Xxxxx Limited Partnership
By: 0000 Xxxxxxxxxx Xxxx, LLC, its general
partner Florida
Holdings I, LLC
Florida
Holdings II, LLC
Florida
Holdings III, LLC
Florida
Administrative Services, LLC
0000
Xxxxxxxxx Xxxx, LLC
0000
XX 00xx Xxxx, LLC
0000
Xxxxxxxxxx Xxxx, LLC
0000
Xxxxxx Xxxxx Xxxx, LLC
0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx, LLC
0000
Xxxxxxx Xxxxxx Xxxxx, LLC
0000
Xxxxx Xxxx, LLC
0000
Xxxxxxxxx Xxxxx, LLC
0000
Xxxxxxxx Xxxx, LLC
/s/
Xxx Xxxxxx
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Name:
Xxx Xxxxxx
Title:
Manager
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S-2
Schedule
A
Harborside
Guarantors
|
Harborside
Healthcare Corporation
HHC
1998-1 Trust
Massachusetts
Holdings II, Limited Partnership
“Group
A Guarantors”
Bradford
Square Nursing, LLC
Caring
Choices Hospice LLC
Connecticut
Holdings I, LLC
Crestview
Nursing, LLC
Falmouth
Healthcare, LLC
Grant
Manor LLC
Harborside
Administrative Services, LLC
Harborside
Health I LLC
Harborside
Holdings I, LLC
Harborside
Point Place, LLC
Harborside
Swanton, LLC
Harborside
Sylvania, LLC
Harborside
Toledo Business LLC
Harborside
Xxxx, LLC
HBR
Danbury, LLC
HBR
Kentucky, LLC
HBR
Stamford, LLC
HBR
Trumbull, LLC
HBR
Madisonville, LLC
HBR
Xxxxxxxx Xxxx, LLC
HBR
Owensboro, LLC
HBR
Xxxxxxxx, LLC
HBR
Lewisport, LLC
HBR
Brownsville, LLC
HBR
Xxxxxxxx LLC
HBR
Paducah, LLC
HBR
Barkely Drive, LLC
HBR
Bowling Green LLC
HBR
Elizabethtown, LLC
Kentucky
Holdings I, LLC
KHI
LLC
Klondike
Manor LLC
Leisure
Years Nursing, LLC
LTC
Leasing, LLC
Marietta
Healthcare, LLC
Mashpee
Healthcare, LLC
Massachusetts
Holdings I, LLC
New
Hampshire Holdings, LLC
Northwest
Holdings I, LLC
000
Xxxxxxx Xxxxxx, LLC
0000
Xxxxxx Xxxxxx, LLC
Ohio
Holdings I, LLC
Owenton
Manor Nursing, LLC
Pine
Tree Villa LLC
Regency
Nursing, LLC
Vital
Care Services, LLC
Wakefield
Healthcare, LLC
Westfield
Healthcare, LLC
Woodspoint
LLC
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“Group
B Guarantors”
Harborside
of Cleveland Limited Partnership
Harborside
Connecticut Limited Partnership
Harborside
Danbury Limited Partnership
Harborside
of Dayton Limited Partnership
Harborside
Healthcare Baltimore Limited Partnership
Harborside
Massachusetts Limited Partnership
Harborside
North Toledo Limited Partnership
Harborside
of Ohio Limited Partnership
Harborside
Rhode Island Limited Partnership
Harborside
Rehabilitation Limited Partnership
Riverside
Retirement Limited Partnership
“Group
C Guarantors”
Harborside
Healthcare Advisors Limited Partnership
Harborside
Healthcare Limited Partnership
“Group
D Guarantors”
Harborside
New Hampshire Limited Partnership
Harborside
Toledo Limited Partnership
HHCI
Limited Partnership
“Group
E Guarantors”
Bay
Tree Nursing Center Corp.
Belmont
Nursing Center Corp.
Countryside
Care Center Corp.
Maryland
Harborside Corp.
Oakhurst
Manor Nursing Center Corp.
Orchard
Ridge Nursing Center Corp.
Sunset
Point Nursing Center Corp.
West
Bay Nursing Center Corp.
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