SPACE ABOVE THIS LINE FOR RECORDER'S USE
Exhibit 10.16
THIS
DOCUMENT PREPARED
UNDER THE ASSISTANCE OF AN
ATTORNEY LICENSED IN THE
STATE OF [NAME OF STATE] AND AFTER
RECORDING
RETURN TO:
Xxxx X. Xxxxxx, Esq.
Goldberg, Kohn, Bell, Black,
Xxxxxxxxxx & Moritz, Ltd.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Loan Nos. 07-0004261
07-0024261
07-0034261
07-0044261
FIRST AMENDMENT TO [TITLE OF DOCUMENT AMENDED]
([NAME OF FACILITY], County of [NAME OF COUNTY], State of [NAME OF STATE])
This FIRST AMENDMENT TO [TITLE OF DOCUMENT AMENDED] (this "Amendment") is made as of this 29th day of December, 2006, between [NAME OF GRANTOR], a Nevada limited liability company ("Grantor"), whose mailing address is c/o Ensign Facility Services, Inc., 27101 Puerta Real, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC"), whose mailing address is 0 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, as agent (GECC in its capacity as agent, "Agent") for Lender (as defined below).
RECITALS
A. On or about June 30, 2006, Grantor, certain Affiliates of Grantor (the "Existing Borrowers"), GECC and Agent entered into a certain Second Amended and Restated Loan Agreement, pursuant to which the lenders thereunder agreed to make a loan (as amended, the "Existing Loan") to the Existing Borrowers. The Existing Loan is secured by, among other things, that certain [TITLE OF DOCUMENT AMENDED] dated as of [DATE OF DOCUMENT AMENDED], 2006 made by Grantor for the benefit of Agent and recorded on [DATE OF RECORDING], 2006 in the Official Records of [PLACE OF RECORD] (as amended, the "Deed of Trust"). The Deed of Trust encumbers certain property more particularly defined therein including the parcel of land which is legally described in Exhibit A attached hereto.
B. Concurrently herewith, Lender has agreed, subject to the terms and conditions of that certain Third Amended and Restated Loan Agreement dated of even date herewith (said Third Amended and Restated Loan Agreement, as amended from time to time being hereinafter referred to as the "Amended Loan Agreement"), executed by and among Grantor, certain Affiliates of Grantor (together with Grantor, the "Borrower Parties"), GECC and the other financial institutions who are or hereafter become parties to the Amended Loan Agreement (together with GECC, collectively or individually, as the context may require, as "Lender") and Agent, to amend and restate the terms of the Existing Loan and to make additional advances (the Existing Loan, as amended and restated, together with the additional advances to be made pursuant to the Amended Loan Agreement are collectively referred to herein as the "Amended Loan") to Borrower Parties. The Amended Loan is evidenced by that certain
Consolidated, Amended and Restated Promissory Note of even date herewith in the original principal amount of Sixty Four Million Six Hundred Ninety Two Thousand One Hundred Eleven and 67/100ths Dollars ($64,692,111.67) (together with all notes issued in full or partial replacements thereof, or in substitution or exchange therefor, and all amendments thereto, are hereinafter collectively referred to as the "Note"). The terms and provisions of the Amended Loan Agreement and the Note are hereby incorporated by reference in this Amendment.
C. Agent and Grantor wish to amend certain terms of the Deed of Trust to reflect to the terms of the Amended Loan Agreement and the Amended Loan.
AGREEMENTS
Grantor and Agent agree as follows:
1. Unless otherwise defined herein or in the Deed of Trust, all capitalized terms used in this Amendment and in the Deed of Trust shall have the meanings ascribed to them in the Amended Loan Agreement.
2. Any reference in the Deed of Trust to the "Loan", the "Loan Agreement" and the "Note" (or "Notes") shall mean, respectively, the Amended Loan, the Amended Loan Agreement and Note, as each term is defined herein.
3. Any reference in the Deed of Trust to the Guaranty or the Environmental Indemnity Agreement shall mean, respectively, the Guaranty and the Environmental Indemnity Agreement as defined in the Amended Loan Agreement and any reference in the Deed of Trust to any "Loan Document" or the "Loan Documents" shall be references to such Loan Document or the Loan Documents as defined in the Amended Loan Agreement and amended to date.
4. Any reference in the Deed of Trust to the "Default Rate" shall mean the Default Rate as defined in the Amended Loan Agreement.
5. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois, except that the provisions of the laws of the State of [CHOICE OF LAW STATE] shall be applicable to the creation, perfection and enforcement of the lien created by the Deed of Trust and this Amendment.
6. The Deed of Trust shall remain in full force and effect in accordance with its terms as amended by this Amendment. Grantor hereby remakes, reaffirms and ratifies as of the date hereof, all of its representations, warranties, agreements, obligations and undertakings under the Deed of Trust.
7. This Amendment may be executed in one or more counterparts, which, taken together, shall constitute one and the same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, Grantor and Agent have executed this Amendment or have caused the same to be executed by its duly authorized representatives as of the date first above written.
| GRANTOR: | |||||
[NAME OF GRANTOR], a Nevada limited liability company |
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By: |
The Ensign Group, Inc., a Delaware corporation, its [MEMBER STATUS] member |
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By: |
/s/ [SIGNATORY] |
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| Name: [SIGNATORY] Its: [TITLE] |
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AGENT: |
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GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation |
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By: |
/s/ XXX XXXXXXX |
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| Name: Xxx XxXxxxx Its: Vice President & Duly Authorized Signatory |
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(Signature Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE]))
ACKNOWLEDGMENT
STATE OF California
COUNTY OF Orange
On this 22 day of December, 2006, before me, the undersigned officer, personally appeared [SIGNATORY], personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he is the [TITLE] of The Ensign Group, Inc., a Delaware corporation, the [MEMBER STATUS] member of [NAME OF GRANTOR], a Nevada limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
| [NOTARIAL SEAL] | /s/ XXXXXXX XXXXXXXX STAFF Notary Public |
|
| XXXXXXX XXXXXXXX STAFF | ||
| Commission # 1562875 | ||
| Notary Public—California | My Commission Expires: | |
| San Mateo County | ||
| My Comm. Expires May 27, 2009 | May 27, 2009 |
(Acknowledgment Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE]))
ACKNOWLEDGMENT
STATE OF IL
COUNTY Xxxx
On this 27 day of December, 2006, before me, the undersigned officer, personally appeared Xxx XxXxxxx, personally known to me, or proved to me on this basis of satisfactory evidence, and who acknowledged that he is the VP of GENERAL ELECTRIC CAPITAL CORPORATION, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed., subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
| [NOTARIAL SEAL] | /s/ XXXXXXXXX X XXXXXXX Notary Public |
|
| OFFICIAL SEAL | ||
| XXXXXXXXX X XXXXXXX | ||
| Notary Public—State of Illinois | My Commission Expires: | |
| My Commission Expires Jun 15, 2009 | ||
| June 15, 2009 |
(Acknowledgment Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE]))
SCHEDULE OF MATERIAL DIFFERENCES
| NAME OF FACILITY |
NAME OF STATE |
TITLE OF DOCUMENT AMENDED |
NAME OF COUNTY |
NAME OF GRANTOR |
DATE OF DOCUMENT AMENDED |
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|---|---|---|---|---|---|---|---|---|---|---|
Desert Terrace Nursing Center |
Arizona |
AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Maricopa |
TERRACE HOLDINGS AZ LLC |
June 30 |
|||||
Desert Sky Nursing Home |
Arizona |
AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Maricopa |
SKY HOLDINGS AZ LLC |
June 30 |
|||||
Highland Manor Health and Rehabilitation Center |
Arizona |
AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Maricopa |
ENSIGN HIGHLAND LLC |
June 30 |
|||||
North Mountain Medical and Rehabilitation Center |
Arizona |
AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Maricopa |
VALLEY HEALTH HOLDINGS LLC |
June 30 |
|||||
Catalina Care and Rehabilitation Center |
Arizona |
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Pima |
RILLITO HOLDINGS LLC |
June 30 |
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Park Manor |
Washington |
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Walla Walla |
PLAZA HEALTH HOLDINGS LLC |
June 00 |
|||||
Xxxx Xxxx Xxxxxxx xx Xxxxxxxxxx |
Xxxxxxxxxx |
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Sonoma |
MOUNTAINVIEW COMMUNITYCARE LLC |
October 16 |
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Xxxxxx Canyon Rehabilitation and Care Center |
Arizona |
DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT |
Pima |
MEADOWBROOK HEALTH ASSOCIATES LLC |
October 16 |
| NAME OF FACILITY |
DATE OF RECORDING |
PLACE OF RECORD |
CHOICE OF LAW STATE |
MEMBER STATUS |
SIGNATORY |
TITLE |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Desert Terrace Nursing Center |
July 3 |
the Maricopa County Recorder as Document No. 20060892456 |
Arizona |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
||||||
Desert Sky Nursing Home |
July 3 |
the Maricopa County Recorder as Document No. 20060892458 |
Arizona |
sole |
Xxxx Xxxxxx |
CFO |
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Highland Manor Health and Rehabilitation Center |
July 3 |
the Maricopa County Recorder as Document No. 20060892460 |
Arizona |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
||||||
North Mountain Medical and Rehabilitation Center |
July 3 |
the Maricopa County Recorder as Document No. 20060892453 |
Arizona |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
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Catalina Care and Rehabilitation Center |
June 30 |
the Pima County Recorder in Docket No. 12837, Page 4612 |
Arizona |
managing |
Xxxxxxx X. Xxxxxxx |
Vice President |
||||||
Park Manor |
August 19 |
the Walla Walla County Recorder as Document 2006-09502 |
Arizona |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
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Park View Gardens at Xxxxxxxxxx |
October 18 |
Sonoma County as Document No. 2006128240 |
California |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
||||||
Xxxxxx Canyon Rehabilitation and Care Center |
October 17 |
the Pima County Recorder as Docket No. 12911, Page No. 421 and re-recorded on December 5, 2006 in the official Records of the Pima County Recorder as Document No. 12944, and Page No. 421 |
Arizona |
sole |
Xxxxxxx X. Xxxxxxx |
Vice President |
