Registration Rights Agreement (2006)Full Document 

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                             SHG ACQUISITION CORP.

                     11% SENIOR SUBORDINATED NOTES DUE 2014
                                TO BE ASSUMED BY
                         SKILLED HEALTHCARE GROUP, INC.

                         REGISTRATION RIGHTS AGREEMENT

                                                               December 27, 2005

CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
  c/o Credit Suisse First Boston LLC,
    Eleven Madison Avenue,
      New York, N.Y. 10010-3629

            Dear Sirs:

            SHG Acquisition Corp., a Delaware corporation (the "MERGER SUB"),
      proposes to issue and sell to Credit Suisse First Boston LLC and J.P.
      Morgan Securities Inc. (collectively, the "INITIAL PURCHASERS"), upon the
      terms set forth in a purchase agreement dated December 14, 2005 (the
      "PURCHASE AGREEMENT"), $200,000,000 aggregate principal amount of its 11%
      Senior Subordinated Notes (the "INITIAL NOTES") to be unconditionally
      guaranteed (the "GUARANTIES") immediately following the Merger (as defined
      in the Purchase Agreement) by each of the domestic subsidiary guarantors
      listed in Schedule I hereto, (the "GUARANTORS" and together with the
      Issuer (as defined below), the "COMPANY"). As used in this Agreement, the
      term "ISSUER" means, prior to the Merger, Merger Sub and, thereafter,
      Skilled Healthcare Group Inc., a Delaware corporation, the surviving
      entity after the Merger. The Initial Notes will be issued pursuant to an
      Indenture, dated as of December 27, 2005, (the "INDENTURE") among Merger
      Sub, Skilled Healthcare Group, Inc., the Guarantors named therein and
      Wells Fargo Bank, National Association, as trustee (the "TRUSTEE"). As an
      inducement to the Initial Purchasers, the Company agrees with the Initial
      Purchasers, for the benefit of the holders of the Initial Notes
      (including, without limitation, the Initial Purchasers), the Exchange
      Notes (as defined below) and the Private Exchange Notes (as defined below)
      (collectively the "HOLDERS"), as follows:

            1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall, at its own cost, prepare and, not later than 240 days after
(or if the 240th day is not a business day, the first business day thereafter)
(such 240th day, or the first business day thereafter, being an "Exchange Offer
Filing Deadline") after the date of original issue of the Initial Notes (the
"ISSUE DATE"), file with the Securities and Exchange Commission (the
"COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Notes (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Notes, a like aggregate principal
amount of debt securities (the "EXCHANGE NOTES") of the Company issued under the
Indenture and identical in all material respects to the Initial Notes (except
for the transfer restrictions relating to the Initial Notes and the provisions
relating to the matters described in Section 6 hereof) that would be registered
under the Securities Act. The Company shall use its reasonable best efforts to
(i) cause such Exchange Offer Registration Statement to become effective under
the Securities Act within 300 days (or if the 300th day is not a business day,

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