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...
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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 XXXX LLC, ENSIGN PANORAMA LLC, XXXXXX XXXXXX LLC,
ENSIGN SAN DIMAS LLC, ENSIGN XXXXXXXXXX LLC,
ENSIGN PALM I LLC, ENSIGN SONOMA LLC, ENSIGN CLOVERDALE LLC,
ENSIGN XXXXXXX LLC, ENSIGN PLEASANTON LLC,
00XX XXXXXX HEALTHCARE ASSOCIATES LLC,
GLENDALE HEALTHCARE ASSOCIATES LLC,
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC.,
XXXX XXXX HEALTHCARE ASSOCIATES, INC.,
LEMON GROVE HEALTH ASSOCIATES LLC,
PRESIDIO HEALTH ASSOCIATES LLC, XXXX VILLA CARE ASSOCIATES LLC,
XXXXXX COMMUNITY CARE LLC, XXXXX XXXXXXXX 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 XXXXX HEALTH ASSOCIATES LLC, CITY HEIGHTS HEALTH ASSOCIATES LLC,
CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC,
C STREET HEALTH ASSOCIATES LLC, XXXXXXXX XXXXXXX 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 among THE 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 XXXX LLC, a Nevada limited liability company, and ENSIGN PANORAMA LLC, a Nevada limited liability company, XXXXXX XXXXXX LLC, a Nevada limited liability company, ENSIGN SAN DIMAS LLC, a Nevada limited liability company, ENSIGN XXXXXXXXXX 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 XXXXXXX LLC, a Nevada limited liability company, ENSIGN PLEASANTON LLC, a Nevada limited liability company, 00xx XXXXXX 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, and XXXX XXXX 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, XXXX VILLA CARE ASSOCIATES LLC, a Nevada limited liability company, XXXXXX COMMUNITY CARE LLC, a Nevada limited liability company, XXXXX XXXXXXXX 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 XXXXX 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, and XXXXXXXX XXXXXXX 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"), and GENERAL 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
2
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 in Schedule 1.39 and Schedule 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.
3
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]
4
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 Xxxxxx Healthcare Finance, Inc. a Delaware corporation |
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By: |
/s/ XXXXXXX XXXXXX |
||
| Name: Xxxxxxx Xxxxxx Title: Duly Authorized Signatory |
|||
5
| BORROWER: | ||||
ATTEST/WITNESS: |
THE ENSIGN GROUP, INC. a Delaware corporation |
|||
By: |
/s/ XXXX X. XXXXXX |
By: |
/s/ XXXXXXXXXXX X. XXXXXXXXXXX |
|
| Xxxx X. Xxxxxx | Xxxxxxxxxxx X. Xxxxxxxxxxx | |||
| Vice President | President | |||
ENSIGN WHITTIER WEST LLC ENSIGN WHITTIER EAST LLC ENSIGN PANORAMA LLC LEMON GROVE HEALTH ASSOCIATES LLC XXXX VILLA CARE ASSOCIATES LLC XXXXXX COMMUNITY CARE LLC XXXXX XXXXXXXX HEALTHCARE LLC WEST ESCONDIDO HEALTHCARE LLC HB HEALTHCARE ASSOCIATES LLC VISTA XXXXX HEALTH ASSOCIATES LLC CITY HEIGHTS HEALTH ASSOCIATES LLC C STREET HEALTH ASSOCIATES LLC XXXXXXXX XXXXXXX 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 XXXXXX |
By: |
/s/ V. XXX XXXXX |
|
| Soon Burnam | V. Xxx Xxxxx | |||
| Treasurer | President | |||
ENSIGN SANTA XXXX LLC ENSIGN XXXXXXXXXX LLC ENSIGN CLOVERDALE LLC ENSIGN SONOMA LLC ENSIGN XXXXXXX LLC ENSIGN PLEASANTON LLC each, a Nevada limited liability company |
||||
ATTEST/WITNESS: |
By: |
Northern Pioneer Healthcare, Inc. Its Sole Member |
||
By: |
/s/ SOON XXXXXX |
By: |
/s/ XXXX X. XXXXXXX |
|
| Soon Xxxxxx | Xxxx X. Xxxxxxx | |||
| Treasurer | President | |||
6
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 XXXXXX |
By: |
/s/ XXXX XXXXXXXXXXX |
|
| Soon Xxxxxx | Xxxx Xxxxxxxxxxx | |||
| Treasurer | President | |||
XXXXXX XXXXXX LLC 00XX XXXXXX 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 XXXXXX |
By: |
/s/ XXXXXXX X. XXXXXX |
|
| Soon Xxxxxx | Xxxxxxx X. Xxxxxx | |||
| Treasurer | President | |||
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC. XXXX XXXX HEALTHCARE ASSOCIATES, INC. |
||||
| ATTEST/WITNESS: | each, a Nevada corporation | |||
By: |
/s/ SOON XXXXXX |
By: |
/s/ XXXXXXXXXXX X. XXXXXXXXXXX |
|
| Soon X. Xxxxxx | Xxxxxxxxxxx X. Xxxxxxxxxxx | |||
| 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 XXXXXX |
By: |
/s/ XXXXXXXXXXX X. XXXXXXXXXXX |
|
| Soon X. Xxxxxx | Xxxxxxxxxxx X. Xxxxxxxxxxx | |||
| President | ||||
7
| 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 |
8
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 Xxxxxxx Associates, Inc. as Beneficiary, affecting the California Property and recorded January 30, 2001 at Document No. 00-0000000 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. |
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(iii) Liens permitted to be created by Sections 6.23 and 7.1(d) of the Loan Agreement. |
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4.1 |
Subsidiaries: |
See attached organizational chart for existing subsidiaries of The Ensign Group, Inc. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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4.17 |
Stock Ownership: |
See separate Schedule 4.17 at the end of this Exhibit A. |
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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. |
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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. |
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c. Continental Xxxxxxx 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. |
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x. Xxxxx 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. |
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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. |
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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. |
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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. |
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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) |
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|---|---|---|---|---|---|---|---|---|---|---|
| The Flagstone group, Inc. |
Bandera Healthcare, Inc. |
Milestone Healthcare, Inc. |
Keystone Care, Inc. |
Northern Pioneer Healthcare, Inc. |
Touchstone Care, Inc. |
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| SOUTHERN CALIFORNIA | ARIZONA | UTAH | TEXAS | NORTHERN CALIFORNIA | SOUTHERN CALIFORNIA | |||||
Xxxxxx 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** |
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| Atlantic Memorial Healthcare Center Atlantic Memorial Healthcare Associates, Inc.** |
Coronado Healthcare Center North Mountain Healthcare LLC** Adipiscor LLC* |
Xxxxxxxx Healthcare Center Olympus Health, Inc. Cottonwood Health Holdings LLC |
Cambridge Square Retirement Center Xxxxxxxxx Senior Living, Inc.** Avenue N Holdings LLC |
Northbrook Nursing & Rehabilitation Center Ensign Xxxxxxx 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. Xxxxx Health & Rehabilitation Center Washington Heights Healthcare, Inc. |
Carrollton Health & Rehabilitation Center Carrollton Heights Healthcare, Inc. Trinity Mill Holdings LLC |
Park View Gardens at Xxxxxxxxxx Ensign Xxxxxxxxxx LLC** Mountainview Communitycare LLC |
Arbor Xxxx Care Center Ensign San Dimas LLC** |
|||||
| Camarillo Healthcare Center Camarillo Community Care, Inc.** Granada Investments LLC |
Desert Terrace Nursing Center 00xx Xxxxxx 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** |
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| Carmel Mountain Rehabilitation & Healthcare Center Xxxxxxxx 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 Xxxx 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 Xxxxx Road Senior Housing LLC** Mosnium Holdings LLC* |
Salado Creek Living & Rehabilitation Center Salado Creek Senior Care, Inc.** |
Ukiah Convalescant Hospital Ensign Pleasanton LLC** |
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| 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.** |
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| Mission Care Center Xxxxx Healthcare Associates, Inc.** |
Highland Manor Health & Rehabilitation Center Highland Healthcare LLC** Ensign Highland LLC |
Timberwood Nursing & Rehabilitation Center Xxxxxxxxxx Care Associates, Inc.** Polk Health Holdings LLC |
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| 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** |
Xxxxxx Canyon Rehabilitation and Care Center Xxxxxx Xxxxxx LLC** Meadowbrook Health Associates LLC |
Willow Bend Nursing & Rehabilitation Center Town East Healthcare, Inc. Mesquite Health Holdings LLC |
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| Panorama Gardens Nursing & Rehabilitation Center Ensign Panorama LLC** |
Waverly Park Healthcare Center Park Waverly Healthcare LLC** Adipiscor LLC* |
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| Xxxx Xxxxx Healthcare Center Xxxx Villa Care Associates LLC** Moenium Holdings LLC* |
Xxxxxx Health and Rehabilitation RenewCare of Scottsdale, Inc. |
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Sch. 4.1-1
| Royal Court Healthcare Ensign Whittier West LLC** |
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| Sea Cliff Healthcare Center HB Healthcare Associates LLC** |
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| Shoreline Healthcare Center Xxxx Xxxx Healthcare Associates, Inc.** Long Beach Health Associates LLC |
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| Southland Care Center Southland Management LLC** Ensign Southland LLC |
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| Victoria Care Center Xxxxxxxx Xxxxxxx Healthcare LLC** |
Miscellaneous (Held by The Ensign Group, Inc.) |
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| Victoria Healthcare Center Xxxxx Xxxxxxxx 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) |
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| Vista Xxxxx Specialized Care Facility Vista Xxxxx 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) |
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| 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 |
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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 Xxxx Care Center | 0000 Xxxx Xxxxx Xxxxxxx | Xxxxxxxx, XX 00000 | Ensign San Dimas LLC | Health Care Investors III | ||||
| Arlington Hills Healthcare Center | 000 Xxxxx 0000 Xxxx | Xxxx Xxxx Xxxx, XX 00000 | Avenues Healthcare, Inc. | Tenth East Holdings LLC | ||||
| Xxxxxx Vista Nursing Center | 0000 00xx Xxxxxx | Xxx Xxxxx, XX 00000 | City Heights Health Assoc LLC | OHI Asset (CA), LLC | ||||
| Atlantic Memorial Healthcare Center | 0000 Xxxxxxxx Xxxxxx | Xxxx Xxxxx, XX 00000 | Atlantic Memorial H'care Assoc, Inc. | RMA Land, LLC | ||||
| Brookfield Healthcare Center | 0000 Xxxxxxxxx Xxxx | Xxxxxx, XX 00000 | Downey Comm'ty Care LLC | Healthcare Investors, III | ||||
| Brookside Healthcare Center | 000 Xxxxxxxxx Xxxx. | Xxxxxxxx, XX 00000 | Redbrook H'care Associates LLC | Xxxxx X. Xxxxxx | ||||
| Xxxxxxxxx Healthcare Center | 000 Xxxxxxx Xxxxxx | Xxxxxxxxx, XX 00000 | Camarillo Com'ty Care, Inc. | Granada Investments LLC | ||||
| Cambridge Health & Rehabilitation Center | 0000 Xxxxxxxx | Xxxxxxxx, XX 00000 | Richmond Senior Services, Inc. | Golfview Holdings LLC | ||||
| Cambridge Square Retirement Center | 0000 Xxxxxx X | Xxxxxxxxx, XX 00000 | Xxxxxxxxx Senior Living, Inc. | Avenue N Holdings LLC | ||||
| Carrollton Health & Rehabilitation Center | 0000 Xxxxx Xxxx | Xxxxxxxxxx, XX 00000 | Carrollton Heights Healthcare, Inc. | Trinity Mill Holdings LLC | ||||
| Claremont Care Center | 000 Xxxx Xxxxxxxx Xxxx. | Xxxxxx, XX 00000 | Claremont F'thills Health Assoc LLC | OHI Asset (CA), LLC | ||||
| Carmel Mtn Rehab & Healthcare Center | 00000 Xxxxxx xx Xxxxxxxx | Xxx Xxxxx, XX 00000 | Xxxxxxxx Heights Healthcare, Inc. | CM Holdings LLC | ||||
| Catalina Healthcare Center | 0000 Xxxxx Xxxxxx Xxx. | Xxxxxx, XX 00000 | Presidio Health Associates LLC | Rillito Holdings LLC | ||||
| Cloverdale Healthcare Center | 000 Xxxxxx Xxxxx Xxxx | Xxxxxxxxxx, XX 00000 | Ensign Cloverdale LLC | Xxxxx X. Xxxxxx | ||||
| Coronado Healthcare Center | 00000 Xxxxx 00xx Xxxxxx | Xxxxxxx, XX 00000 | North Mountain Healthcare LLC | Coronado Corporation | ||||
| Desert Sky Health & Rehabilitation Center | 0000 Xxxxx 00xx Xxxxxx | Xxxxxxxx, XX 00000 | Glendale H'care Associates LLC | Sky Holdings AZ LLC | ||||
| Desert Terrace Nursing Center | 0000 Xxxxx 00xx Xxxxxx | Xxxxxxx, XX 00000 | 00xx Xxxxxx H'care Assoc LLC | Terrace Holdings AZ LLC | ||||
| The Ensign Group, Inc. Ensign Facility Services, Inc. |
00000 Xxxxxx Xxxx, Xxxxx 000 | Xxxxxxx Xxxxx, XX 00000 | N/A | Mission Ridge Associates, L.L.C. | ||||
| East Mesa Healthcare Center | 00 Xxxxx 00xx Xxxxxx | Xxxx, Xxxxxxx 00000 | Sunland Health Associates LLC | LTC Partners VI, L.P. | ||||
| Emerald Hills Healthcare Center | 0000 000xx Xxxxxx XX | Xxxxxxxx, XX 00000 | Lynnwood Health Services, Inc. | Snohomish Health Holdings LLC | ||||
| Glenwood Care Center | 0000 Xxxxx X Xxxxxx | Xxxxxx, XX 00000 | C Street Health Associates LLC | Oxnard Investments, L.P. | ||||
| Grand Court of Mesa | 000 Xxxx Xxxxx Xxxx | Xxxx, XX 00000 | Xxxxx Road Sr Housing LLC | Moenium Holdings LLC | ||||
| Greenfields Assisted Living Community | 000 Xxxx 0xx Xxxxxx | Xxxx, XX 00000 | Greenfields Assisted Livg LLC | Cascade Gardens Associates, L.P. | ||||
| Highland Manor Health & Rehab Center | 0000 X. 00xx Xxxxxx | Xxxxxxx, XX 00000 | Highland Healthcare LLC | Ensign Highland LLC | ||||
Sch. 4.15(a)/4.16-1
| Place of Business |
Address |
Licensee |
Record Owner |
|||||
|---|---|---|---|---|---|---|---|---|
| Xxxxxxxx Healthcare Center | 0000 Xxxxx Xxxxxxxx Xxxx. | Xxxx Xxxx Xxxx, XX 00000 | Olympus Health, Inc. | Cottonwood Health Holdings LLC | ||||
| Lake Village Nursing & Rehab. Center | 000 Xxxx Xxxx Xxxx | Xxxxxxxxxx, XX 00000 | Grand Villa PHX, Inc. † | Verde Villa Holdings LLC | ||||
| Lemon Grove Care & Rehab Center | 0000 Xxxxxxxx | Xxxxx Xxxxx, XX 00000 | Lemon Grove Health Assoc LLC | MCS PGCH LLC et al | ||||
| Mission Care & Rehabilitation Center | 0000 Xxxxx Xxxxxx | Xxxxxxxx, XX 00000 | Xxxxx Xxxxxxxxx Assoc, Inc. | Rosemead Assisted L.P. | ||||
| Mt. Xxxxx Health and Rehabilitat'n Center | 000 Xxxx 0000 Xxxxx | Xxxxxxxxxx Xxxx., XX 00000 | Washington H'ts Healthcare, Inc. | St. Benedict's Hospital | ||||
| North Mountain Medical & Rehab Center | 0000 Xxxxx 0xx Xxxxxx | Xxxxxxx, XX 00000 | Radiant Hills Health Assoc LLC | Valley Health Holdings LLC | ||||
| Northern Oaks Living & Rehab Center | 0000 Xxx Xxxxx Xxxx | Xxxxxxx, XX 00000 | Northern Oaks Healthcare, Inc. | Xxxxx X. Xxxxxx | ||||
| Northbrook Nursing and Rehab Center | 64 Northbrook Way | Willits, CA 95490 | Ensign Willits LLC | Xxxxx X. Xxxxxx | ||||
| Xxxxxx 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 Xxxxxx | Laguna Xxxxx, 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 | Xxxxx X. Xxxxxxx | ||||
| 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 Xxxxxxxxxx | 3751 Xxxxxxxxxx Drive | Santa Rosa, CA 95405 | Ensign Xxxxxxxxxx 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 Xxxxx Road | Palm Springs, CA 92264 | Ensign Palm I LLC | Coachella House, Inc. | ||||
| Xxxx Xxxxx Healthcare Center | 9028 Rose Street | Bellflower, CA 90706 | Xxxx Villa Care Associates LLC | Healthcare Investors, III | ||||
| Royal Court Healthcare | 12385 X. Xxxxxxxxxx Blvd | Whittier, CA 90606 | Ensign Whittier West LLC | Whittier West, L.L.C. | ||||
| Xxxxxx Canyon Rehab & Care Center | 5830 East Pima | Tucson, AZ 85712 | Xxxxxx Xxxxxx LLC | Tucson-Cal Associates, LLC | ||||
| Salado Creek Living & Rehab Center | 603 Xxxxxxx | San Antonio, TX 78218 | Salado Creek Senior Care, Inc. | Xxxxx X. Xxxxxx | ||||
| 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 | Xxxx Xxxx H'care Associates, Inc. | Long Beach Health Associates LLC | ||||
| Sonoma Healthcare Center | 1250 Broadway | Sonoma, CA 95476 | Ensign Sonoma LLC | Xxxxx X. Xxxxxx | ||||
| 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 Xxxx LLC | Summerfield Development Co. | ||||
| Timberwood Nursing & Rehabilit'n Center | 4001 Highway 59 North | Livingston, TX 77351 | Xxxxxxxxxx Care Associates, Inc. | Polk Health Holdings LLC | ||||
| Ukiah Convalescent Hospital | 1349 South Xxxx | 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. Xxxx Road | McAllen, TX 78501 | McAllen Comm'ty Healthcare, Inc. | Xxxxx X. Xxxxxx | ||||
| Xxxxxxxx Care Center | 5445 Everglades Street | Ventura, CA 93003 | Xxxxxxxx Xxxxxxx Healthcare LLC | SHP Lexington, LLC | ||||
| Victoria Healthcare Center | 340 Victoria Street | Costa Mesa, CA 92627 | Xxxxx Xxxxxxxx Healthcare LLC | Xxxxxx Xxxxx, et al | ||||
| Vista Xxxxx Specialized Care Facility | 2000 Westwood Road | Vista, CA 92083 | Vista Xxxxx 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. | Xxxxx X. Xxxxxx | ||||
| Whittier Hills Healthcare Center | 10426 Xxxxxxxx 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. (X.Xxx & WA) | ||||
| Atlantic Memorial | 100 | 90 | ||
| Palm Terrace | 99 | 91 | ||
| Sea Cliff | 182 | 179 | ||
| Sea Xxxxx XXX | 84 | 57 | ||
| Shoreline | 75 | 67 | ||
| Victoria | 79 | 68 | ||
| Camarillo | 110 | 00 | ||
| Xxxxxxxx | 00 | 00 | ||
| Mission Care | 58 | 50 | ||
| Panorama Gardens | 149 | 142 | ||
| Ventura | 187 | 132 | ||
| Xxxxxx Vista | 53 | 51 | ||
| Carmel Mountain | 120 | 112 | ||
| Lemon Grove | 158 | 154 | ||
| Palomar Vista | 74 | 66 | ||
| Vista Xxxxx | 120 | 110 | ||
| Emerald Hills | 120 | 63 | ||
| Pacific Care | 100 | 78 | ||
| Park Manor | 79 | 68 | ||
| Brookfield | 70 | 63 | ||
| Xxxx Xxxxx | 53 | 39 | ||
| Xxxxx Xxxxx | 000 | 000 | ||
| Xxxxxxxxx Xare | 120 | 116 | ||
| Southland Home | 70 | 56 | ||
| Whittier Hills | 160 | 149 | ||
| Subsidiary Totals | 2685 | 2335 | ||
| Northern Pioneer (X.Xxx) | ||||
| Cloverdale | 72 | 61 | ||
| Northbrook | 71 | 42 | ||
| Park View | 116 | 109 | ||
| Sonoma | 137 | 107 | ||
| Summerfield | 70 | 61 | ||
| Ukiah | 58 | 50 | ||
| Subsidiary Totals | 524 | 430 | ||
| Touchstone (X.Xxx) | ||||
| Arbor Xxxx | 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 | ||
| Xxxxxx 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 | ||
| Xxxxxxxxx Xxxxxx XLF | 44 | 32 | ||
| Carrollton Healthcare Center | 108 | 77 | ||
| Lake Village | 120 | 00 | ||
| Xxxxxxxx Xxxx | 00 | 00 | ||
| 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 | ||
| Xxxxxxxx | 120 | 78 | ||
| Mt Xxxxx | 100 | 00 | ||
| Xxxxxxxxx Xxxx & Xxxxx Xxx | 00 | 00 | ||
| 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 | Xxx Xxxxxxxxxxx | 3,910,000 | 22.12% | |||
| 2 | Xxxxxxxxxxx X. Xxxxxxxxxxx and Xxxxx X. Xxxxxxxxxxx as Co-Trustees of the Xxxxxxxxxxx Family Trust dated 10/24/05 | 3,893,000 | 22.02% | |||
| 3 | Xxxxxxx X. Xxxxxxx & Xxxxxxx X. Xxxxxxx as Co-trustees of the Xxxxxxx Family Trust uad 04/25/06 | 1,180,000 | 6.68% | |||
| 4 | Xxx Xxxxx | 720,000 | 4.07% | |||
| 5 | Xxxxxxx Xxxxxxx | 600,000 | 3.39% | |||
| 6 | Xxxx Xxxxxx | 309,000 | 1.75% | |||
| 7 | Xxxxxxx Trust | 292,000 | 1.65% | |||
| 8 | Xxxxxx Xxxxxx | 120,400 | 0.68% | |||
| 9 | Xxxxxx Xxxxxx | 120,000 | 0.68% | |||
| 11 | Xxxx Xxxxxxx | 76,000 | 0.43% | |||
| 12 | Xxxxx Xxxxxxxx | 45,500 | 0.26% | |||
| 13 | Xxxx Xxxxxx | 45,500 | 0.26% | |||
| 14 | Xxxxxxxxxx Xxxxxxxxx | 30,000 | 0.17% | |||
| 15 | Xxxx Xxxxxxxxxxx | 24,500 | 0.14% | |||
| 16 | Xxxxx 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
