ex442.htm


    Exhibit
4.4.2

     

    SECOND
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 31,
2008, among Sun Healthcare Group, Inc., a Delaware corporation (the “Issuer”),
Holisticare Hospice LLC (“Holisticare”) and Wells Fargo Bank, National
Association, as Trustee under the Indenture (the “Trustee”).

     

    W I T N E
S S E T H :

     

    WHEREAS
the Issuer has heretofore executed and delivered to the Trustee an Indenture
(the “Indenture”), dated as of April 12, 2007, providing for the issuance of the
91⁄8% Senior Subordinated Notes due 2015 (the “Securities”);

     

    WHEREAS,
Holisticare has deemed it advisable and in its best interest to execute and
deliver this Supplemental Indenture, and to become a Subsidiary Guarantor under
the Indenture;

     

    WHEREAS,
pursuant to Section 9.01(4) of the Indenture, the Trustee, the Issuer and
Holisticare are authorized to execute and deliver this Supplemental Indenture;
and

     

    WHEREAS,
pursuant to Section 9.06 of the Indenture, the Trustee, may rely upon an
Officers’ Certificate and Opinion of Counsel to the effect that this
Supplemental Indenture is authorized or permitted by the Indenture, which
Officers’ Certificate and Opinion of Counsel have been delivered to the
Trustee.

     

    NOW
THEREFORE, in consideration of the foregoing and for good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer,
Holisticare and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Securities as follows:

     

    SECTION
1.  Capitalized
Terms.  Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.

     

    SECTION
2.  Guaranty.  Holisticare
hereby agrees to guarantee the Issuer’s obligations under the Securities on the
terms and subject to the conditions set forth in Article 11 of the Indenture and
to be bound by all other applicable provisions of the Indenture as a Subsidiary
Guarantor.

     

    SECTION
3.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

     

    SECTION
4.  Governing
Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
5.  Trustee
Makes No Representation.  The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.

     

    SECTION
6.  Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     

    SECTION
7.  Effect
of Headings.  The Section headings herein are for convenience
only and shall not effect the construction of this Supplemental
Indenture.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of this 31st day of October, 2008.

     

    


     

    
      
        	
                SUN
      HEALTHCARE GROUP, INC.

              
	 
      
	
                By:

              	
                /s/
      Michael Newman

              
	
                Name:

              	
                Michael
      Newman

              
	
                Title:

              	
                Executive
      Vice President

              


      

    

    


     

    


     

    
      
        
          	
                  WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

                  as
      Trustee

                	 
      
	 
      	 
      
	
                  By:

                	
                  /s/
      Maddy Hall

                	 
      
	
                  Name:

                	
                  Maddy
      Hall

                	 
      
	 	 
	
                  HOLISTICARE
      HOSPICE, LLC

                	 
      
	 
      	 
      
	
                  By:

                	
                  /s/
      Michael Newman

                	 
      
	
                  Name:

                	
                  Michael
      Newman

                	 
      
	
                  Title:

                	
                  Vice
      President

                	 
      
	 
      	 
      	 
      
	 
      	 
      


        

      

    

    


     

    Schedule A-1