ex423.htm


    EXHIBIT 4.2.3

    

      THIRD
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 26,
2009, among Sun Healthcare Group, Inc., a Delaware corporation (the “Issuer”),
each of the parties identified as an Allegiance Guarantor on the schedules to
the signature pages hereto (each, an “Allegiance Guarantor” and collectively,
the “Allegiance Guarantors”) 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,
each of the undersigned Allegiance Guarantors 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; and

       

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

       

      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, the
Allegiance Guarantors 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.  Guaranties.  Each
Allegiance Guarantor 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 the date set forth above.

       

      
 

      
        
          	
                  SUN
      HEALTHCARE GROUP, INC.

                   

                
	 
      
	
                  By:
      /s/ Michael Newman

                  Name:
      Michael Newman

                  Title:   Executive
      Vice President

                   

                
	 
      
	
                  ALLEGIANCE
      HOSPICE GROUP, INC.

                   

                  ALLEGIANCE
      HOSPICE CARE OF 

                  SOUTHEASTERN
      MASSACHUSETTS, 

                  LLC

                   

                  ALLEGIANCE
      HOSPICE CARE OF 

                  MASSACHUSETTS,
      INC.

                   

                  ALLEGIANCE
      HOSPICE CARE OF NEW
      

                  HAMPSHIRE,
      LLC

                   

                  ALLEGIANCE
      HOSPICE CARE OF

                  CONNECTICUT,
      LLC

                   

                
	
                  By:
      Michael
      Newman

                
	 	
                  Name:  Michael
      Newman

                
	 
      	
                  Title:  Vice
      President

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        



      
        	
                WELLS
      FARGO BANK, NATIONAL

                ASSOCIATION,

                as
      Trustee

              
	 
      
	
                   
      By:

              	
                /s/ Maddy Hall

              
	
                Name:

              	
                Maddy
      Hall

              
	
                Title:

              	
                Vice
      President