0000904978-05-000011 Sample Contracts

SUN HEALTHCARE GROUP, INC. AND [_____________], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • March 15th, 2005 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

COMMON STOCK WARRANT AGREEMENT, dated as of [________]between SUN HEALTHCARE GROUP, INC., a Delaware corporation (the "COMPANY") and [___________], a [corporation] [national banking association] organized and existing under the laws of [___________] and having a corporate trust office in [_____________], as warrant agent (the "WARRANT AGENT").

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SUN HEALTHCARE GROUP, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • March 15th, 2005 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

DEBT SECURITIES WARRANT AGREEMENT, dated as of between SUN HEALTHCARE GROUP, INC., a Delaware corporation (the "Company") and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "WARRANT AGENT").

SUN HEALTHCARE GROUP, INC. Issuer AND Trustee INDENTURE Dated as of _________ __, 200__ Subordinated Debt Securities
Indenture • March 15th, 2005 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

SUN HEALTHCARE GROUP, INC. and [____________], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • March 15th, 2005 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

PREFERRED STOCK WARRANT AGREEMENT, dated as of between SUN HEALTHCARE GROUP, INC., a Delaware corporation (the "COMPANY") and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "WARRANT AGENT").

SUN HEALTHCARE GROUP, INC. Issuer AND Trustee INDENTURE Dated as of _________ __, 200__ Senior Debt Securities
Indenture • March 15th, 2005 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

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