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Exhibit 10.22
$20,000,000.00
AMENDMENT NO. 2 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
originally dated as of March 25, 2004 by and among
THE ENSIGN GROUP, INC., ENSIGN WHITTIER WEST LLC,
ENSIGN WHITTIER EAST LLC, ENSIGN SANTA ROSA LLC, ENSIGN PANORAMA LLC, ENSIGN SABINO LLC,
ENSIGN SAN DIMAS LLC, ENSIGN MONTGOMERY LLC,
ENSIGN PALM I LLC, ENSIGN SONOMA LLC, ENSIGN CLOVERDALE LLC,
ENSIGN WILLITS LLC, ENSIGN PLEASANTON LLC,
24TH STREET HEALTHCARE ASSOCIATES LLC,
GLENDALE HEALTHCARE ASSOCIATES LLC,
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC.,
ROSE PARK HEALTHCARE ASSOCIATES, INC.,
LEMON GROVE HEALTH ASSOCIATES LLC,
PRESIDIO HEALTH ASSOCIATES LLC, BELL VILLA CARE ASSOCIATES LLC,
DOWNEY COMMUNITY CARE LLC, COSTA VICTORIA HEALTHCARE LLC,
WEST ESCONDIDO HEALTHCARE LLC, REDBROOK HEALTHCARE ASSOCIATES LLC,
HB HEALTHCARE ASSOCIATES LLC, NORTH MOUNTAIN HEALTHCARE LLC,
PARK WAVERLY HEALTHCARE LLC, SUNLAND HEALTH ASSOCIATES LLC,
VISTA WOODS HEALTH ASSOCIATES LLC, CITY HEIGHTS HEALTH ASSOCIATES LLC,
CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC,
C STREET HEALTH ASSOCIATES LLC, VICTORIA VENTURA HEALTHCARE LLC
RADIANT HILLS HEALTH ASSOCIATES LLC, HIGHLAND HEALTHCARE LLC,
GATE THREE HEALTHCARE LLC, SOUTHLAND MANAGEMENT LLC,
MANOR PARK HEALTHCARE LLC, NORTHERN OAKS HEALTHCARE, INC.,
SALADO CREEK SENIOR CARE, INC., MCALLEN COMMUNITY HEALTHCARE, INC.,
WELLINGTON HEALTHCARE, INC.
(collectively, "Borrower")
and
GENERAL ELECTRIC CAPITAL CORPORATION
("Lender")
Amended as of March 25, 2007
AMENDMENT NO. 2 TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 25th day of March 2007, by and amongTHE ENSIGN GROUP, INC., a Delaware corporation,ENSIGN WHITTIER WEST LLC, a Nevada limited liability company,ENSIGN WHITTIER EAST LLC, a Nevada limited liability company,ENSIGN SANTA ROSA LLC, a Nevada limited liability company, andENSIGN PANORAMA LLC, a Nevada limited liability company,ENSIGN SABINO LLC, a Nevada limited liability company,ENSIGN SAN DIMAS LLC, a Nevada limited liability company,ENSIGN MONTGOMERY LLC, a Nevada limited liability company,ENSIGN CLOVERDALE LLC, a Nevada limited liability company,ENSIGN PALM I LLC, a Nevada limited liability company,ENSIGN SONOMA LLC, a Nevada limited liability company,ENSIGN WILLITS LLC, a Nevada limited liability company,ENSIGN PLEASANTON LLC, a Nevada limited liability company,24th STREET HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company,GLENDALE HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company,ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC., a Nevada corporation, andROSE PARK HEALTHCARE ASSOCIATES, INC., a Nevada corporation,LEMON GROVE HEALTH ASSOCIATES LLC, a Nevada limited liability company,PRESIDIO HEALTH ASSOCIATES LLC, a Nevada limited liability company,BELL VILLA CARE ASSOCIATES LLC, a Nevada limited liability company,DOWNEY COMMUNITY CARE LLC, a Nevada limited liability company,COSTA VICTORIA HEALTHCARE LLC, a Nevada limited liability company,WEST ESCONDIDO HEALTHCARE LLC, a Nevada limited liability company,REDBROOK HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company,HB HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company,NORTH MOUNTAIN HEALTHCARE LLC, a Nevada limited liability company,PARK WAVERLY HEALTHCARE LLC, a Nevada limited liability company,SUNLAND HEALTH ASSOCIATES LLC, a Nevada limited liability company,VISTA WOODS HEALTH ASSOCIATES LLC, a Nevada limited liability company,CITY HEIGHTS HEALTH ASSOCIATES LLC, a Nevada limited liability company,CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC, a Nevada limited liability company,C STREET HEALTH ASSOCIATES LLC, a Nevada limited liability company, andVICTORIA VENTURA HEALTHCARE LLC, a Nevada limited liability company,RADIANT HILLS HEALTH ASSOCIATES LLC, a Nevada limited liability company,HIGHLAND HEALTHCARE LLC, a Nevada limited liability company,GATE THREE HEALTHCARE LLC, a Nevada limited liability company,SOUTHLAND MANAGEMENT LLC, Nevada limited liability company,MANOR PARK HEALTHCARE LLC, a Nevada limited liability company,NORTHERN OAKS HEALTHCARE, INC., a Nevada corporation,SALADO CREEK SENIOR CARE, INC., a Nevada corporation,McALLEN COMMUNITY HEALTHCARE, INC., a Nevada corporation,WELLINGTON HEALTHCARE, INC., a Nevada corporation (collectively "Borrower"), andGENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender").
A. Pursuant to that certain Amended and Restated Loan and Security Agreement dated as of March 25, 2004 by and between Borrower and Lender (as amended, modified and restated from time to time, the "Loan Agreement"), the parties have established certain financing arrangements that allow funds to be borrowed from Lender in accordance with the terms and conditions set forth in the Loan Agreement.
B. The parties now desire to amend the Loan Agreement in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed to the following amendments to the Loan
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Agreement. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Loan Agreement.
1. Amendment to Loan Agreement. Section 2.8(a) of the Loan Agreement is hereby amended by deleting the existing Section 2.8(a) in its entirety and by inserting in lieu thereof the following new Section 2.8(a):
"(a) Subject to Lender's right to cease making Revolving Credit Loans to Borrower upon or after any Event of Default, this Agreement shall be in effect until June 22, 2007, unless terminated as provided in this Section 2.8 (the "Term");provided,however, that notwithstanding anything set forth in this Agreement to the contrary (including, without limitation, Section 6.23), in no event shall Borrower be entitled to terminate this Agreement prior to the repayment in full of all amounts owed to Lender pursuant to the Real Estate Loan Documents."
2. Confirmation of Representations and Warranties. Borrower hereby (a) confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct, and (b) specifically represents and warrants to Lender that it has good and marketable title to all of its respective Collateral, free and clear of any lien or security interest in favor of any other person or entity, except as identified inSchedule 1.39 andSchedule 4.19 to the Loan Agreement, each as updated, and as otherwise permitted pursuant to the Loan Agreement.
3. Effective Date. This Amendment shall be effective upon (a) Lender's receipt of this Amendment executed by a duly authorized member and/or officer of each Borrower and (b) the receipt by Lender of the Fee as defined herein.
4. Fees and Expenses.
(a) As consideration for Lender's agreement to negotiate and execute this Amendment, Borrower agrees to pay Lender on the date of this Amendment an amendment fee equal to Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Fee") which Fee shall be deemed to have been earned in full by Lender as of the date of this Amendment. Borrower hereby authorizes Lender to deduct such from the Revolving Credit Loan(s) made to Borrower until such Fee is paid in full. In the event that Borrower refinances all of the Loans under this Loan Agreement with Lender through a $20 million credit facility, the terms of which are substantially similar to the terms set forth in that certain Proposal Letter dated as of March 15, 2007 ("Potential Refinancing") on or before the expiration of the Term, Lender shall credit the Fee amount towards any closing fees incurred in connection with the Potential Refinancing.
(b) In addition to the Fee, Borrower shall be responsible for the payment of all costs and expenses incurred by Lender in connection with the preparation of this Amendment including any and all fees and expenses of Lender's in-house counsel.
5. Updated Schedules. As a condition precedent to Lender's agreement to enter into this Amendment, and in order for this Amendment to be effective, Borrower shall revise, update and deliver to Lender all Schedules to the Loan Agreement to update all information as necessary to make the Schedules previously delivered correct. Borrower hereby represents and warrants that the information set forth on the attached Schedules is true and correct as of the date of this Amendment. The attached Schedules are hereby incorporated into the Loan Agreement as if originally set forth therein.
6. Enforceability. This Amendment constitutes the legal, valid and binding obligation of each Borrower and is enforceable against each such Borrower in accordance with its terms.
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7. Reference to the Effect on the Loan Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of similar import shall mean and be a reference to the Loan Agreement as amended by this Amendment.
(b) Except as specifically amended above, the Loan Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement or any other documents, instruments and agreements executed or delivered in connection with the Loan Agreement.
(d) This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Loan Agreement.
8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.
9. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
10. Counterparts. This Amendment may be executed in counterparts, and such counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Amendment to be executed as of the date first written above.
LENDER: | |||
GE HFS HOLDINGS, INC. f/k/a Heller Healthcare Finance, Inc. a Delaware corporation | |||
By: | /s/ MATTHEW SAWYER | ||
Name: Matthew Sawyer Title: Duly Authorized Signatory |
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BORROWER: | ||||
ATTEST/WITNESS: | THE ENSIGN GROUP, INC. a Delaware corporation | |||
By: | /s/ ALAN J. NORMAN | By: | /s/ CHRISTOPHER R. CHRISTENSEN | |
Alan J. Norman | Christopher R. Christensen | |||
Vice President | President | |||
ENSIGN WHITTIER WEST LLC ENSIGN WHITTIER EAST LLC ENSIGN PANORAMA LLC LEMON GROVE HEALTH ASSOCIATES LLC BELL VILLA CARE ASSOCIATES LLC DOWNEY COMMUNITY CARE LLC COSTA VICTORIA HEALTHCARE LLC WEST ESCONDIDO HEALTHCARE LLC HB HEALTHCARE ASSOCIATES LLC VISTA WOODS HEALTH ASSOCIATES LLC CITY HEIGHTS HEALTH ASSOCIATES LLC C STREET HEALTH ASSOCIATES LLC VICTORIA VENTURA HEALTH CARE LLC GATE THREE HEALTHCARE LLC SOUTHLAND MANAGEMENT LLC MANOR PARK HEALTHCARE LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | The Flagstone Group, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM | By: | /s/ V. JAY BRADY | |
Soon Burnam | V. Jay Brady | |||
Treasurer | President | |||
ENSIGN SANTA ROSA LLC ENSIGN MONTGOMERY LLC ENSIGN CLOVERDALE LLC ENSIGN SONOMA LLC ENSIGN WILLITS LLC ENSIGN PLEASANTON LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Northern Pioneer Healthcare, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM | By: | /s/ CORY E. MONETTE | |
Soon Burnam | Cory E. Monette | |||
Treasurer | President | |||
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ENSIGN SAN DIMAS LLC ENSIGN PALM I LLC REDBROOK HEALTHCARE ASSOCIATES LLC CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Touchstone Care, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM | By: | /s/ JOHN ALBRECHTSEN | |
Soon Burnam | John Albrechtsen | |||
Treasurer | President | |||
ENSIGN SABINO LLC 24TH STREET HEALTHCARE ASSOCIATES LLC GLENDALE HEALTHCARE ASSOCIATES LLC PRESIDIO HEALTH ASSOCIATES LLC NORTH MOUNTAIN HEALTHCARE LLC PARK WAVERLY HEALTHCARE LLC SUNLAND HEALTH ASSOCIATES LLC RADIANT HILLS HEALTH ASSOCIATES LLC HIGHLAND HEALTHCARE LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Bandera Healthcare, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM | By: | /s/ MICHAEL C. DALTON | |
Soon Burnam | Michael C. Dalton | |||
Treasurer | President | |||
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC. ROSE PARK HEALTHCARE ASSOCIATES, INC. | ||||
ATTEST/WITNESS: | each, a Nevada corporation | |||
By: | /s/ SOON BURNAM | By: | /s/ CHRISTOPHER R. CHRISTENSEN | |
Soon E. Burnam | Christopher R. Christensen | |||
President | ||||
NORTHERN OAKS HEALTHCARE, INC. SALADO CREEK SENIOR CARE, INC. MCALLEN COMMUNITY HEALTHCARE, INC. WELLINGTON HEALTHCARE, INC. | ||||
ATTEST/WITNESS: | each, a Nevada corporation | |||
By: | /s/ SOON BURNAM | By: | /s/ CHRISTOPHER R. CHRISTENSEN | |
Soon E. Burnam | Christopher R. Christensen | |||
President |
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Schedule 1.39 | — | Permitted Liens |
Schedule 4.1 | — | Subsidiaries |
Schedule 4.5 | — | Litigation |
Schedule 4.13 | — | Non-Compliance with Law |
Schedule 4.14 | — | Environmental Matters |
Schedule 4.15 | — | Places of Business with patient census |
Schedule 4.16 | — | Licenses |
Schedule 4.17 | — | Stock Ownership |
Schedule 4.19 | — | Borrowings and Guarantees |
Schedule 4.21 | — | Trade Names |
Schedule 4.22 | — | Joint Ventures |
Schedule 7.12 | — | Transactions with Affiliates |
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EXHIBIT A
SCHEDULES TO AMENDMENT NO. 2 TO
AMENDED & RESTATED LOAN AGREEMENT
Sched | Description | Matters Covered | ||
---|---|---|---|---|
1.39 | Permitted Liens: | (i) Landlord's liens, both statutory and contractual, contained in or created by the various leases, security agreement, pledges and related documentation covering the locations described in Schedule 4.15, but only to the extent that such liens are contractually subordinated to Lender's liens and security interests pursuant to agreements between Lender and such landlords that are satisfactory to Lender | ||
(ii) (a) The lien of the Deed of Trust and Assignment of Rents by and between Ensign Southland LLC as Trustor and Continental Wingate Associates, Inc. as Beneficiary, affecting the California Property and recorded January 30, 2001 at Document No. 01-0161647 in the office of the Los Angeles County Recorder, securing indebtedness in the original principal amount of $7,455,100, (b) all liens created or extended in connection with that certain Second Amended and Restated Loan Agreement for a loan in the amount of $64,692,11.67 by and among Valley Health Holdings LLC, Sky Holdings AZ LLC, Terrace Holdings AZ LLC, Plaza Health Holdings LLC, Rillito Holdings LLC, Mountainview Communitycare LLC, Meadowbrook Health Associates LLC, Cedar Avenue Holdings LLC, Granada Investments LLC, as borrowers, and General Electric Capital Corporation, as lender, dated December 29, 2006; and (c) the lien of the Deed of Trust and Security Agreement encumbering TEGI subsidiary Cherry Hill Health Holdings, Inc.'s Pacific Care Center facility, Hoquiam, Washington, securing a non-prepayable assumed $2,475,000 loan that existed when the property was acquired in 2006. | ||||
(iii) Liens permitted to be created by Sections 6.23 and 7.1(d) of the Loan Agreement. | ||||
4.1 | Subsidiaries: | See attached organizational chart for existing subsidiaries of The Ensign Group, Inc. | ||
4.5 | Pending or Threatened Litigation: | There is currently no pending or threatened litigation which the Borrower believes would materially threaten Borrower's viability or ability to repay the Obligations; further, all claims pending or threatened against the Borrower are either covered by insurance or, to the extent they are not, Borrower believes it has accrued adequate reserves in connection therewith. | ||
4.8 | Defaults: | Relating to the representations in Section 4.8 of the Loan Agreement, and without admitting any default, reference is made to Schedule 4.5 above. | ||
4.13 | Non-compliance with Law: | To the best of the actual knowledge of the officers of Borrower, there does not currently exist any material non-compliance with applicable laws. | ||
4.14 | Environmental Matters: | To the best of the actual knowledge of the officers of The Ensign Group, Inc., there are no material adverse environmental matters associated with any of the properties occupied by TEGI's operating subsidiaries which require remediation or pose a present threat of material harm or liability. | ||
Exh A-1
4.15 | Places of Business with patient census: | See consolidated Schedule 4.15(a)/4.16 and Schedule 4.15(b) at the end of this Exhibit A. | ||
4.16 | Licenses: | The entity which currently holds or possesses the right to use the operating license for each of the facilities is as shown in consolidated Schedule 4.15(a)/4.16. | ||
4.17 | Stock Ownership: | See separate Schedule 4.17 at the end of this Exhibit A. | ||
4.19 | Borrowings: | Other than normal trade creditors, some or all of the entities comprising the Borrower are currently indebted to the following creditors in the following manners and amounts: | ||
a. General Electric Capital Corporation; $20,000,000 Revolving Credit Facility for working capital. | ||||
b. General Electric Capital Corporation; $64,692,111.67 fixed asset loan secured by Deeds of Trust encumbering the assets owned by Valley Health Holdings LLC, Sky Holdings AZ LLC, Terrace Holdings AZ LLC, Ensign Highland LLC, Plaza Health Holdings LLC, Rillito Holdings LLC, Mountainview Communitycare LLC, Cedar Avenue Holdings LLC and Granada Investments LLC. | ||||
c. Continental Wingate Associates, Inc.; $7,455,100 HUD-insured Loan secured by a Deed of Trust and Assignment of Rents on Ensign Southland LLC's Southland Care Center & Home facility, Norwalk, California. | ||||
d. Wells Fargo Bank, N.A.; $2,475,000 loan secured by a Deed of Trust and Security Agreement on Cherry Hill Health Holdings, Inc.'s Pacific Care Center facility, Hoquiam, Washington. | ||||
4.20 | Labor Disputes: | A union organizing election was held at Sonoma Healthcare Center in May, 2002 at which a majority of the approximately 60 employees classified as Housekeeping, Laundry and CNAs voted to have union representation from SEIU Local 250. On August 30, 2004, the National Labor Relations Board certified the union. The union has requested bargaining, and bargaining is ongoing. Operations at the facility and throughout the company have not been materially disrupted by union issues at any time since the original organizing election. | ||
4.22 | Joint Ventures: | None | ||
7.12 | Transactions with Affiliates: | Pursuant to an internal corporate restructuring the entire equity interests in various operating entities were assigned by The Ensign Group, Inc. to its several regional subsidiaries as set forth on the attached organization chart. | ||
Exh A-2
Where an affiliate of The Ensign Group, Inc. owns the real property underlying a facility, the real estate holding subsidiary and the operating subsidiary enter into a lease agreement with respect to the facility. The attached organization chart indicates those instances where TEGI affiliates own the occupied property. The standard lease form used for such affiliate transactions has been reviewed and approved by Lender's counsel in connection with the fixed asset financing referenced in Schedule 1.39(ii)(b) above. | ||||
Ensign Facility Services, Inc., a subsidiary of TEGI, has entered into separate Consulting Services Agreements with each of the operating subsidiaries listed in the attached organizational chart, to provide centralized accounting, legal, risk management, information technology human resources and similar support and services. A standard management fee which does not exceed five percent (5%) of monthly revenues is charged for such services. |
— See Attached Schedules 4.1, 4.15(a)/4.16, 4.15(b) and 4.17 —
Exh A-3
The Ensign Group, Inc. (Delaware Corporate; Qualified in California) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
The Flagstone group, Inc. | Bandera Healthcare, Inc. | Milestone Healthcare, Inc. | Keystone Care, Inc. | Northern Pioneer Healthcare, Inc. | Touchstone Care, Inc. | |||||
SOUTHERN CALIFORNIA | ARIZONA | UTAH | TEXAS | NORTHERN CALIFORNIA | SOUTHERN CALIFORNIA | |||||
Arroyo Vista Nursing Center City Heights Health Associates LLC** Parmunitum LLC* | Catalina Healthcare Center Presidio Health Associates LLC** Rillito Holdings LLC | Arlington Hills Healthcare Center Avenues Healthcare, Inc. Tenth East Holdings LLC | Cambridge Health & Rehabilitation Center Richmond Senior Services, Inc.** Golfview Holdings LLC | Cloverdale Healthcare Center Ensign Cloverdale LLC** | Brookside Healthcare Center Redbrook Healthcare Associates LLC** | |||||
Atlantic Memorial Healthcare Center Atlantic Memorial Healthcare Associates, Inc.** | Coronado Healthcare Center North Mountain Healthcare LLC** Adipiscor LLC* | Holladay Healthcare Center Olympus Health, Inc. Cottonwood Health Holdings LLC | Cambridge Square Retirement Center Rosenburg Senior Living, Inc.** Avenue N Holdings LLC | Northbrook Nursing & Rehabilitation Center Ensign Willits LLC** | Claremont Care Center Claremont Foothills Health Associates LLC** Parmonitum LLC* | |||||
Brookfield Healthcare Center Downey Community Care LLC** Moenium Holdings LLC* | Desert Sky Health and Rehabilitation Center Glendale Healthcare Associates LLC** Sky Holdings AZ LLC | Mt. Ogden Health & Rehabilitation Center Washington Heights Healthcare, Inc. | Carrollton Health & Rehabilitation Center Carrollton Heights Healthcare, Inc. Trinity Mill Holdings LLC | Park View Gardens at Montgomery Ensign Montgomery LLC** Mountainview Communitycare LLC | Arbor Glen Care Center Ensign San Dimas LLC** | |||||
Camarillo Healthcare Center Camarillo Community Care, Inc.** Granada Investments LLC | Desert Terrace Nursing Center 24th Street Healthcare Associates LLC** Terrace Holdings AZ LLC | IDAHO Pocatello Care and Rehabilitation Center Pocatello Health Services, Inc. | Lake Village Nursing & Rehabilitation Center Grand Villa Phx. Inc. Verde Villa Holdings LLC | Sonoma Healthcare Center Ensign Sonoma LLC** | Premier Care Center for Palm Springs Ensign Palm I LLC** | |||||
Carmel Mountain Rehabilitation & Healthcare Center Bernardo Heights Healthcare, Inc.** CM Health Holdings LLC | East Mesa Healthcare Center Sunland Health Associates LLC** Adipiscor LLC* | Northern Oaks Living & Rehabilitation Center Northern Oaks Healthcare, Inc.** | Summerfield Health Care Center Ensign Santa Rosa LLC** | Upland Rehabilitation and Care Center Upland Community Care, Inc.** Cedar Avenue Holdings LLC | ||||||
Glenwood Care Center C Street Health Associates LLC** | Grand Court of Mesa Brown Road Senior Housing LLC** Mosnium Holdings LLC* | Salado Creek Living & Rehabilitation Center Salado Creek Senior Care, Inc.** | Ukiah Convalescant Hospital Ensign Pleasanton LLC** | |||||||
Lemon Grove Care & Rehabilitation Center Lemon Grove Health Associates LLC** | Greenfields Assisted Living Greenfields Assisted Living LLC** | The Village Care Center McAllan Community Healthcare, Inc.** | ||||||||
Mission Care Center Ramon Healthcare Associates, Inc.** | Highland Manor Health & Rehabilitation Center Highland Healthcare LLC** Ensign Highland LLC | Timberwood Nursing & Rehabilitation Center Livingston Care Associates, Inc.** Polk Health Holdings LLC | ||||||||
Palm Terrace Healthcare & Rehabilitation Center Gate Three Healthcare LLC** | North Mountain Medical & Rehabilitation Center Radiant Hills Health Associates LLC** Valley Health Holdings LLC | Wellington Place Living & Rehabilitation Center Wellington Healthcare, Inc.** | ||||||||
Palomar Vista Healthcare Center West Escondido Healthcare LLC** | Sabino Canyon Rehabilitation and Care Center Ensign Sabino LLC** Meadowbrook Health Associates LLC | Willow Bend Nursing & Rehabilitation Center Town East Healthcare, Inc. Mesquite Health Holdings LLC | ||||||||
Panorama Gardens Nursing & Rehabilitation Center Ensign Panorama LLC** | Waverly Park Healthcare Center Park Waverly Healthcare LLC** Adipiscor LLC* | |||||||||
Rosa Villa Healthcare Center Bell Villa Care Associates LLC** Moenium Holdings LLC* | Osborn Health and Rehabilitation RenewCare of Scottsdale, Inc. |
Sch. 4.1-1
Royal Court Healthcare Ensign Whittier West LLC** | ||||||||||
Sea Cliff Healthcare Center HB Healthcare Associates LLC** | ||||||||||
Shoreline Healthcare Center Rose Park Healthcare Associates, Inc.** Long Beach Health Associates LLC | ||||||||||
Southland Care Center Southland Management LLC** Ensign Southland LLC | ||||||||||
Victoria Care Center Victoria Ventura Healthcare LLC** | Miscellaneous (Held by The Ensign Group, Inc.) | |||||||||
Victoria Healthcare Center Costa Victoria Healthcare LLC** | WASHINGTON Emerald Hills Healthcare Center Lynnwood Health Services, Inc.** Snohomish Health Holdings LLC | SERVICE CENTER Ensign Facilty Services, Inc. (Nevada Corporation; Qualified in California) | ||||||||
Vista Knoll Specialized Care Facility Vista Woods Health Associates LLC** Parmonitum LLC* | Pacific Care Center Hoquiam Healthcare, Inc.** Cherry Health Holdings, Inc. | SELF-INSURANCE Standardbearer Insurance Company, Ltd. (Cayman Islands Exempted Company) | ||||||||
Whittier Hills Health Care Center** Ensign Whittier East LLC | Park Manor Rehabilitation Center Manor Park Healthcare LLC** Plaza Health Holdings LLC | SHELF ENTITIES Ensign Bellflower LLC East Escondido Healthcare LLC Ensign Napa LLC Walnut Grove Campuscare LLC |
KEY
Line 1: Facility Name
Line 2: Operating Entity: Held, as represented, by an operating group
Line 3: Holding Entity: All held directly by The Ensign Group, Inc.
- *
- Master tenant/sublessor
- **
- Entire equity interest assigned to applicable regional subsidiary in corporate restructuring.
Unless noted otherwise, all entities are organized in Nevada and qualified to do business where located.
All subsidiaries are wholly owned.
Sch. 4.1-2
Consolidated Schedule 4.15(a)/4.16
Places of Business with Trade Names and Record Owner Data
(As of March 1, 2007)
(See separate Schedule 4.15(a) for Census Data)
Place of Business | Address | Licensee | Record Owner | |||||
---|---|---|---|---|---|---|---|---|
Arbor Glen Care Center | 1033 East Arrow Highway | Glendora, CA 91740 | Ensign San Dimas LLC | Health Care Investors III | ||||
Arlington Hills Healthcare Center | 165 South 1000 East | Salt Lake City, UT 84102 | Avenues Healthcare, Inc. | Tenth East Holdings LLC | ||||
Arroyo Vista Nursing Center | 3022 45th Street | San Diego, CA 92105 | City Heights Health Assoc LLC | OHI Asset (CA), LLC | ||||
Atlantic Memorial Healthcare Center | 2750 Atlantic Avenue | Long Beach, CA 90806 | Atlantic Memorial H'care Assoc, Inc. | RMA Land, LLC | ||||
Brookfield Healthcare Center | 9300 Telegraph Road | Downey, CA 90240 | Downey Comm'ty Care LLC | Healthcare Investors, III | ||||
Brookside Healthcare Center | 105 Terracina Blvd. | Redlands, CA 92373 | Redbrook H'care Associates LLC | James F. Cotter | ||||
Camarillo Healthcare Center | 205 Granada Street | Camarillo, CA 93010 | Camarillo Com'ty Care, Inc. | Granada Investments LLC | ||||
Cambridge Health & Rehabilitation Center | 1106 Golfview | Richmond, TX 77469 | Richmond Senior Services, Inc. | Golfview Holdings LLC | ||||
Cambridge Square Retirement Center | 2700 Avenue N | Rosenberg, TX 77471 | Rosenburg Senior Living, Inc. | Avenue N Holdings LLC | ||||
Carrollton Health & Rehabilitation Center | 1618 Kirby Road | Carrollton, TX 75006 | Carrollton Heights Healthcare, Inc. | Trinity Mill Holdings LLC | ||||
Claremont Care Center | 219 East Foothill Blvd. | Pomona, CA 91768 | Claremont F'thills Health Assoc LLC | OHI Asset (CA), LLC | ||||
Carmel Mtn Rehab & Healthcare Center | 11895 Avenue of Industry | San Diego, CA 92128 | Bernardo Heights Healthcare, Inc. | CM Holdings LLC | ||||
Catalina Healthcare Center | 2611 North Warren Ave. | Tucson, AZ 85719 | Presidio Health Associates LLC | Rillito Holdings LLC | ||||
Cloverdale Healthcare Center | 300 Cherry Creek Road | Cloverdale, CA 95425 | Ensign Cloverdale LLC | James F. Cotter | ||||
Coronado Healthcare Center | 11411 North 19th Avenue | Phoenix, AZ 85029 | North Mountain Healthcare LLC | Coronado Corporation | ||||
Desert Sky Health & Rehabilitation Center | 5125 North 58th Avenue | Glendale, AZ 85301 | Glendale H'care Associates LLC | Sky Holdings AZ LLC | ||||
Desert Terrace Nursing Center | 2509 North 24th Street | Phoenix, AZ 85008 | 24th Street H'care Assoc LLC | Terrace Holdings AZ LLC | ||||
The Ensign Group, Inc. Ensign Facility Services, Inc. | 27101 Puerta Real, Suite 450 | Mission Viejo, CA 92691 | N/A | Mission Ridge Associates, L.L.C. | ||||
East Mesa Healthcare Center | 51 South 48th Street | Mesa, Arizona 85206 | Sunland Health Associates LLC | LTC Partners VI, L.P. | ||||
Emerald Hills Healthcare Center | 5821 188th Street SW | Lynnwood, WA 98037 | Lynnwood Health Services, Inc. | Snohomish Health Holdings LLC | ||||
Glenwood Care Center | 1300 North C Street | Oxnard, CA 93030 | C Street Health Associates LLC | Oxnard Investments, L.P. | ||||
Grand Court of Mesa | 262 East Brown Road | Mesa, AZ 85201 | Brown Road Sr Housing LLC | Moenium Holdings LLC | ||||
Greenfields Assisted Living Community | 723 East 2nd Avenue | Mesa, AZ 85204 | Greenfields Assisted Livg LLC | Cascade Gardens Associates, L.P. | ||||
Highland Manor Health & Rehab Center | 4635 N. 14th Street | Phoenix, AZ 85014 | Highland Healthcare LLC | Ensign Highland LLC | ||||
Sch. 4.15(a)/4.16-1
Place of Business | Address | Licensee | Record Owner | |||||
---|---|---|---|---|---|---|---|---|
Holladay Healthcare Center | 4782 South Holladay Blvd. | Salt Lake City, UT 84117 | Olympus Health, Inc. | Cottonwood Health Holdings LLC | ||||
Lake Village Nursing & Rehab. Center | 169 Lake Park Road | Lewisville, TX 75057 | Grand Villa PHX, Inc. † | Verde Villa Holdings LLC | ||||
Lemon Grove Care & Rehab Center | 8351 Broadway | Lemon Grove, CA 91945 | Lemon Grove Health Assoc LLC | MCS PGCH LLC et al | ||||
Mission Care & Rehabilitation Center | 4800 Delta Avenue | Rosemead, CA 91770 | Ramon Healthcre Assoc, Inc. | Rosemead Assisted L.P. | ||||
Mt. Ogden Health and Rehabilitat'n Center | 375 East 5350 South | Washington Terr., UT 84405 | Washington H'ts Healthcare, Inc. | St. Benedict's Hospital | ||||
North Mountain Medical & Rehab Center | 9155 North 3rd Street | Phoenix, AZ 85020 | Radiant Hills Health Assoc LLC | Valley Health Holdings LLC | ||||
Northern Oaks Living & Rehab Center | 2722 Old Anson Road | Abilene, TX 79603 | Northern Oaks Healthcare, Inc. | James F. Cotter | ||||
Northbrook Nursing and Rehab Center | 64 Northbrook Way | Willits, CA 95490 | Ensign Willits LLC | James F. Cotter | ||||
Osborn Health and Rehabilitation | 3333 North Civic Center Plaza | Scottsdale, AZ 85251 | RenewCare of Scottsdale, Inc. | Nationwide Health Properties, Inc. | ||||
Pacific Care Center | 3035 Cherry Street | Hoquiam, WA 98550 | Hoquiam Healthcare, Inc. | Cherry Health Holdings, Inc. | ||||
Palm Terrace Healthcare & Rehab Center | 24962 Calle Aragon | Laguna Woods, CA 92637 | Gate Three Healthcare LLC | Laguna Hills Assisted I L.P. | ||||
Palomar Vista Healthcare Center | 201 North Fig Street | Escondido, CA 92025 | West Escondido Healthcare LLC | Neale A. Perkins | ||||
Panorama Gardens Nursing & Reh Center | 9541 Van Nuys Blvd. | Panorama City, CA 91402 | Ensign Panorama LLC | Vannovi Properties, LLC | ||||
Park Manor Rehabilitation Center | 1710 Plaza Way | Walla Walla, WA 99362 | Manor Park Healthcare LLC | Health Care Property Investors, Inc. | ||||
Park View Gardens at Montgomery | 3751 Montgomery Drive | Santa Rosa, CA 95405 | Ensign Montgomery LLC | Mountainview Communitycare LLC | ||||
Pocatello Care and Rehabilitation Center | 527 Memorial Drive | Pocatello, ID 83201 | Pocatello Health Services, Inc. | Portneuf Medical Center | ||||
Premier Care Center for Palm Springs | 2990 East Ramon Road | Palm Springs, CA 92264 | Ensign Palm I LLC | Coachella House, Inc. | ||||
Rose Villa Healthcare Center | 9028 Rose Street | Bellflower, CA 90706 | Bell Villa Care Associates LLC | Healthcare Investors, III | ||||
Royal Court Healthcare | 12385 E. Washington Blvd | Whittier, CA 90606 | Ensign Whittier West LLC | Whittier West, L.L.C. | ||||
Sabino Canyon Rehab & Care Center | 5830 East Pima | Tucson, AZ 85712 | Ensign Sabino LLC | Tucson-Cal Associates, LLC | ||||
Salado Creek Living & Rehab Center | 603 Corrine | San Antonio, TX 78218 | Salado Creek Senior Care, Inc. | James F. Cotter | ||||
Sea Cliff Healthcare Center | 18811 Florida Street | Huntington Bch, CA 92648 | HB Healthcare Associates LLC | Huntington Beach Convalescent Hospital Asset Corporation | ||||
Shoreline Healthcare Center | 4029 East Anaheim St. | Long Beach, CA 90804 | Rose Park H'care Associates, Inc. | Long Beach Health Associates LLC | ||||
Sonoma Healthcare Center | 1250 Broadway | Sonoma, CA 95476 | Ensign Sonoma LLC | James F. Cotter | ||||
Southland & Southland Living | 11701 Studebaker Road | Norwalk, CA 90650 | Southland Management LLC | Ensign Southland LLC | ||||
Sch. 4.15(a)/4.16-2
Place of Business | Address | Licensee | Record Owner | |||||
---|---|---|---|---|---|---|---|---|
Summerfield Healthcare Center | 1280 Summerfield Road | Santa Rosa, CA 95405 | Ensign Santa Rosa LLC | Summerfield Development Co. | ||||
Timberwood Nursing & Rehabilit'n Center | 4001 Highway 59 North | Livingston, TX 77351 | Livingston Care Associates, Inc. | Polk Health Holdings LLC | ||||
Ukiah Convalescent Hospital | 1349 South Dora | Ukiah, CA 95482 | Ensign Pleasanton LLC | Ukiah SNF, LLC | ||||
Upland Rehabilitation & Care Center | 1221 East Arrow Hwy | Upland, CA 91786-4911 | Upland Comty Care, Inc. | Cedar Avenue Holdings LLC | ||||
The Village Care Center | 615 No. Ware Road | McAllen, TX 78501 | McAllen Comm'ty Healthcare, Inc. | James F. Cotter | ||||
Victoria Care Center | 5445 Everglades Street | Ventura, CA 93003 | Victoria Ventura Healthcare LLC | SHP Lexington, LLC | ||||
Victoria Healthcare Center | 340 Victoria Street | Costa Mesa, CA 92627 | Costa Victoria Healthcare LLC | Eugene Woods, et al | ||||
Vista Knoll Specialized Care Facility | 2000 Westwood Road | Vista, CA 92083 | Vista Woods Health Assoc LLC | OHI Asset (CA), LLC | ||||
Waverly Park Healthcare Center | 2001 N. Park Avenue | Tucson, AZ 85719 | Park Waverly Healthcare LLC | Park Villa Corporation | ||||
Wellington Place Living & Rehab Center | 1802 So. 31st | Temple, TX 76504 | Wellington Healthcare, Inc. | James F. Cotter | ||||
Whittier Hills Healthcare Center | 10426 Bogardus Avenue | Whittier, CA 90603 | Ensign Whittier East LLC | Whittier East, L.L.C. | ||||
Willowbend Nursing & Rehab. Center | 2231 Highway 80 East | Mesquite, TX 75150 | Town East Healthcare, Inc. | Mesquite Health Holdings LLC | ||||
Sch. 4.15(a)/4.16-3
Schedule 4.15(b)
Census Data as of 3/1/2007
Facility | Beds | Census | ||
---|---|---|---|---|
The Flagstone Group, Inc. (S.Cal & WA) | ||||
Atlantic Memorial | 100 | 90 | ||
Palm Terrace | 99 | 91 | ||
Sea Cliff | 182 | 179 | ||
Sea Cliff ALF | 84 | 57 | ||
Shoreline | 75 | 67 | ||
Victoria | 79 | 68 | ||
Camarillo | 114 | 94 | ||
Glenwood | 99 | 88 | ||
Mission Care | 58 | 50 | ||
Panorama Gardens | 149 | 142 | ||
Ventura | 187 | 132 | ||
Arroyo Vista | 53 | 51 | ||
Carmel Mountain | 120 | 112 | ||
Lemon Grove | 158 | 154 | ||
Palomar Vista | 74 | 66 | ||
Vista Knoll | 120 | 110 | ||
Emerald Hills | 120 | 63 | ||
Pacific Care | 100 | 78 | ||
Park Manor | 79 | 68 | ||
Brookfield | 70 | 63 | ||
Rose Villa | 53 | 39 | ||
Royal Court | 162 | 152 | ||
Southland Care | 120 | 116 | ||
Southland Home | 70 | 56 | ||
Whittier Hills | 160 | 149 | ||
Subsidiary Totals | 2685 | 2335 | ||
Northern Pioneer (N.Cal) | ||||
Cloverdale | 72 | 61 | ||
Northbrook | 71 | 42 | ||
Park View | 116 | 109 | ||
Sonoma | 137 | 107 | ||
Summerfield | 70 | 61 | ||
Ukiah | 58 | 50 | ||
Subsidiary Totals | 524 | 430 | ||
Touchstone (S.Cal) | ||||
Arbor Glen | 95 | 77 | ||
Brookside | 97 | 90 | ||
Claremont Care | 99 | 84 | ||
Premier Care | 99 | 82 | ||
Upland Rehab | 203 | 163 | ||
Subsidiary Totals | 593 | 496 | ||
Bandera Healthcare, Inc. (AZ) | ||||
Catalina | 102 | 90 | ||
Sabino Canyon | 107 | 94 | ||
Waverly Park | 200 | 77 | ||
Desert Sky | 186 | 154 | ||
Desert Sky Assisted | 105 | 74 | ||
East Mesa | 201 | 152 | ||
Grand Court | 174 | 175 | ||
Greenfields | 141 | 105 | ||
Scottsdale | 120 | 51 | ||
Coronado | 191 | 175 | ||
Desert Terrace | 108 | 92 | ||
Highland Manor | 107 | 87 | ||
North Mountain | 155 | 126 | ||
Subsidiary Totals | 1897 | 1452 | ||
Keystone (TX, UT & ID) | ||||
Cambridge Health and Rehab | 118 | 74 | ||
Cambridge Square ALF | 44 | 32 | ||
Carrollton Healthcare Center | 108 | 77 | ||
Lake Village | 120 | 86 | ||
Northern Oaks | 96 | 88 | ||
Salado Creek | 124 | 75 | ||
The Village | 113 | 78 | ||
Timberwood Nursing Home | 120 | 102 | ||
Wellington Place | 140 | 81 | ||
Willowbend Nursing & Rehab Ctr | 162 | 67 | ||
Arlington Hills | 108 | 61 | ||
Holladay | 120 | 78 | ||
Mt Ogden | 108 | 54 | ||
Pocatello Care & Rehab Ctr | 88 | 72 | ||
Subsidiary Totals | 1569 | 1025 | ||
The Ensign Group, Inc. Totals | 7268 | 5738 | ||
Twelve Month Average | 0 | 0 | ||
Sch. 4.15(b)-1
The Ensign Group, Inc. Significant Shareholders | Balance Dec 2006 | % Ownership | ||||
Count | ||||||
1 | Roy Christensen | 3,910,000 | 22.12% | |||
2 | Christopher R. Christensen and Terri M. Christensen as Co-Trustees of the Christensen Family Trust dated 10/24/05 | 3,893,000 | 22.02% | |||
3 | Gregory K. Stapley & Deborah S. Stapley as Co-trustees of the Stapley Family Trust uad 04/25/06 | 1,180,000 | 6.68% | |||
4 | Jay Brady | 720,000 | 4.07% | |||
5 | Richard Toolson | 600,000 | 3.39% | |||
6 | Alan Norman | 309,000 | 1.75% | |||
7 | Blalack Trust | 292,000 | 1.65% | |||
8 | Gordon Buechs | 120,400 | 0.68% | |||
9 | Thomas Maloof | 120,000 | 0.68% | |||
11 | Cory Monette | 76,000 | 0.43% | |||
12 | David Sedgwick | 45,500 | 0.26% | |||
13 | Mike Dalton | 45,500 | 0.26% | |||
14 | Antoinette Hubenette | 30,000 | 0.17% | |||
15 | John Albrechtsen | 24,500 | 0.14% | |||
16 | Barry Port | 9,500 | 0.05% | |||
17 | Other | 2,315,200 | 13.10% | |||
Common shares issued | 13,690,600 | |||||
Common shares reserved for issuance under 2001 Incentive Plan | 495,000 | 2.80% | ||||
Common shares reserved for issuance under 2005 Incentive Plan | 749,000 | 4.24% | ||||
Preferred shares (Common Share equivalent) | 2,741,180 | 15.51% | ||||
Total Shares Outstanding | 17,675,780 | 100.00% | ||||
Sch. 4.17-1
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
RECITALS
LIST OF SCHEDULES
EXHIBIT A SCHEDULES TO AMENDMENT NO. 2 TO AMENDED & RESTATED LOAN AGREEMENT
Schedule 4.1 Subsidiaries
Consolidated Schedule 4.15(a)/4.16 Places of Business with Trade Names and Record Owner Data (As of March 1, 2007) (See separate Schedule 4.15(a) for Census Data)
Schedule 4.15(b) Census Data as of 3/1/2007
Schedule 4.17 CONFIDENTIAL