0000904978-07-000060 Sample Contracts

ARTICLE I Definitions
Credit Agreement • April 25th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

CREDIT AGREEMENT dated as of April 19, 2007, among SUN HEALTHCARE GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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Contract
First Supplemental Indenture • April 25th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 19, 2007, among Sun Healthcare Group, Inc., a Delaware corporation (the “Issuer”), each of the parties identified as a Harborside Guarantor on the schedules to the signature pages hereto (each, a “Harborside Guarantor” and collectively, the “Harborside Guarantors”) and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).

SUN HEALTHCARE GROUP, INC. $200,000,000 Senior Subordinated Notes Due 2015 JOINDER TO THE REGISTRATION RIGHTS AGREEMENT
The Registration Rights Agreement • April 25th, 2007 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

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 Jefferies & 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.

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