EXECUTION VERSION

GENESIS HEALTHCARE CORPORATION,

THE SUBSIDIARY GUARANTORS SIGNATORY HERETO

AND

THE BANK OF NEW YORK
as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of June 20, 2007

to

Indenture

Dated as of October 28, 2003

8% Senior Subordinated Notes due 2013

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 20, 2007 (this ?Supplemental Indenture?), is by and among Genesis HealthCare Corporation, a Pennsylvania corporation (the ?Issuer?), the Subsidiary Guarantors signatory hereto, and The Bank of New York, as trustee (the ?Trustee?).

WHEREAS, the Issuer and the Trustee have entered into that certain Indenture dated as of October 28, 2003, as supplemented by the first, second and third supplemental indentures, dated as of January 20, 2004, March 16, 2005, and February 27, 2007, respectively (as supplemented and amended to date, the ?Indenture?), providing for the issuance of 8% Senior Subordinated Notes due 2013 (the ?Notes?);

WHEREAS, the Issuer originally issued $225 million aggregate principal amount of the Notes;

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for Notes) subject to certain exceptions;

WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.02 of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the Board of Directors or similar governing body of the Issuer and of each Subsidiary Guarantor; and

WHEREAS, (1) the Issuer has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided under the Indenture to enable the Issuer, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture, all as certified by an Officers? Certificate, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as contemplated by Section 9.06 of the Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Indenture is hereby amended to delete in its entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture.

ARTICLE II

AMENDMENTS TO INDENTURE

Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:

(i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:

Section 3.09 (Offer to Purchase by Application of Excess Proceeds)

Section 4.02 (Maintenance of Office or Agency)

Section 4.03 (Reports)

Section 4.05 (Taxes)

Section 4.06 (Stay, Extension and Usury Laws)

1

Section 4.07 (Restricted Payments)

Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries)

Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock)

Section 4.10 (Asset Sales)

Section 4.11 (Transactions with Affiliates)

Section 4.12 (Liens)

Section 4.13 (Business Activities)

Section 4.14 (Corporate Existence)

Section 4.15 (Offer to Repurchase Upon a Change of Control)

Section 4.16 (Payments for Consent)

Section 4.17 (Additional Subsidiary Guarantees)

Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries)

Section 4.19 (No Senior Subordinated Debt)

Section 4.20 (Consummation of Spin-off)

Section 4.21 (Limitation on Activities of Genesis Health Ventures, Inc.)

Section 4.22 (Spin-off)

Section 5.01 (Merger, Consolidation or Sale of Assets)

Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10)

Section 10.04 (Guarantors May Consolidate , etc., on Certain Terms)

Section 10.05 (Release of Subsidiary Guarantors from Obligations); and

(ii) amending the definition of ?Unrestricted Subsidiary? in Section 1.01 of the Indenture to delete the second-to-last paragraph of such definition.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as 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 Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 13.01 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

Section 3.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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