EXHIBIT 4.1

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”).

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 9⅛% Senior Subordinated Notes due 2015 (the “Securities”);

WHEREAS, each of the undersigned Harborside Guarantors has deemed it advisable and in its best interest to execute and deliver this Supplemental Indenture, and to become a Harborside Guarantor under the Indenture; and

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

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Harborside 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 Harborside 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 this 19th day of April, 2007.

SUN HEALTHCARE GROUP, INC.
By:	/s/ Michael Newman
Name:	Michael Newman
Title:	Executive Vice President and General Counsel

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Madaliena Hall
Name:	Madaliena Hall
Title:	Vice President

    /s/ Michael Newman

Name: Michael Newman

Title:

Vice President of Harborside Healthcare Corporation

Trustee of HHC 1998-1 Trust

Vice President of Maryland Harborside Corp., the

  general partner of Massachusetts Holdings II, Limited

  Partnership

Vice President of KHI LLC, the general partner of

  Harborside Healthcare Limited Partnership and

  Harborside Healthcare Advisors Limited Partnership

Vice President of each of the Group A Guarantors listed

  on Schedule A

Vice President of Harborside Health I LLC, the general

  partner of each of the Group B Guarantors listed on

  Schedule A

Vice President of KHI LLC, the general partner of

  each of the Group C Guarantors listed on Schedule A

Vice President of Harborside Toledo Business LLC,

  the general partner of each of the Group D Guarantors

  listed on Schedule A

Vice President of each of the Group E Guarantors listed

  on Schedule A

HHC Nutrition Services, LLC

/s/ Michael Berg

Name:   Michael Berg

Title:     Secretary

S-1

Huntington Place Limited Partnership

  By: 1775 Huntington Lane, LLC, its general partner

Florida Holdings I, LLC

Florida Holdings II, LLC

Florida Holdings III, LLC

Florida Administrative Services, LLC

1240 Pinebrook Road, LLC

1501 SE 24th Road, LLC

1775 Huntington Lane, LLC

1980 Sunset Point Road, LLC

2600 Highlands Boulevard, North, LLC

2900 Twelfth Street North, LLCv

3865 Tampa Road, LLC

4602 Northgate Court, LLC

4927 Voorhees Road, LLC

/s/ Sam Politz

Name: Sam Politz

Title: Manager

S-2

Schedule A

Harborside Guarantors

Harborside Healthcare Corporation HHC 1998-1 Trust Massachusetts Holdings II, Limited Partnership   “Group A Guarantors” Bradford Square Nursing, LLC Caring Choices Hospice LLC Connecticut Holdings I, LLC Crestview Nursing, LLC Falmouth Healthcare, LLC Grant Manor LLC Harborside Administrative Services, LLC Harborside Health I LLC Harborside Holdings I, LLC Harborside Point Place, LLC Harborside Swanton, LLC Harborside Sylvania, LLC Harborside Toledo Business LLC Harborside Troy, LLC HBR Danbury, LLC HBR Kentucky, LLC HBR Stamford, LLC HBR Trumbull, LLC HBR Madisonville, LLC HBR Campbell Lane, LLC HBR Owensboro, LLC HBR Woodburn, LLC HBR Lewisport, LLC HBR Brownsville, LLC HBR Bardwell LLC HBR Paducah, LLC HBR Barkely Drive, LLC HBR Bowling Green LLC HBR Elizabethtown, LLC Kentucky Holdings I, LLC KHI LLC Klondike Manor LLC Leisure Years Nursing, LLC LTC Leasing, LLC Marietta Healthcare, LLC Mashpee Healthcare, LLC Massachusetts Holdings I, LLC New Hampshire Holdings, LLC Northwest Holdings I, LLC 395 Harding Street, LLC 1104 Wesley Avenue, LLC Ohio Holdings I, LLC Owenton Manor Nursing, LLC Pine Tree Villa LLC Regency Nursing, LLC Vital Care Services, LLC Wakefield Healthcare, LLC Westfield Healthcare, LLC Woodspoint LLC “Group B Guarantors” Harborside of Cleveland Limited Partnership Harborside Connecticut Limited Partnership Harborside Danbury Limited Partnership Harborside of Dayton Limited Partnership Harborside Healthcare Baltimore Limited Partnership Harborside Massachusetts Limited Partnership Harborside North Toledo Limited Partnership Harborside of Ohio Limited Partnership Harborside Rhode Island Limited Partnership Harborside Rehabilitation Limited Partnership Riverside Retirement Limited Partnership   “Group C Guarantors” Harborside Healthcare Advisors Limited Partnership Harborside Healthcare Limited Partnership   “Group D Guarantors” Harborside New Hampshire Limited Partnership Harborside Toledo Limited Partnership HHCI Limited Partnership   “Group E Guarantors” Bay Tree Nursing Center Corp. Belmont Nursing Center Corp. Countryside Care Center Corp. Maryland Harborside Corp. Oakhurst Manor Nursing Center Corp. Orchard Ridge Nursing Center Corp. Sunset Point Nursing Center Corp. West Bay Nursing Center Corp.  

Schedule A - 1