SUN HEALTHCARE GROUP, INC. Issuer 9⅛% Senior Subordinated Notes due 2015 INDENTURE Dated as of April 12, 2007 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • April 18th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York
Sun Healthcare Group, Inc. 9⅛% Senior Subordinated Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York
Sun Healthcare Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse Securities (USA) LLC, CIBC World Markets Corp., UBS Securities LLC and Jefferies & Company, Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated March 22, 2007 (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its 9⅛% Senior Subordinated Notes due 2015 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties") by the subsidiary guarantors listed in Schedule I attached hereto (the "Guarantors") and immediately following the consummation of the Acquisition (as defined in the Purchase Agreement) by Harborside Healthcare Corporation (“Harborside”) and its subsidiary guarantors listed in Schedule II attached hereto (the “Harborside Guarantors”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 12, 2007 (the "Indenture") among the Company, the Guarantors named
ContractEscrow Agreement • April 18th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York
THIS ESCROW AGREEMENT, dated as of April 12, 2007, made by and between Sun Healthcare Group, Inc., a Delaware corporation (the “Issuer”) and Wells Fargo Bank, National Association, as escrow agent until a successor replaces it, and thereafter the successor (the “Escrow Agent”).
