20,000,000.00 REVOLVING CREDIT LOANLoan and Security Agreement • May 14th, 2007 • Ensign Group, Inc • Maryland
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among THE ENSIGN GROUP, INC. and each of its subsidiaries listed on Exhibit A attached hereto and GENERAL ELECTRIC CAPITAL CORPORATION Amended and Restated as of March 25, 2004 Amending and Restating that certain Loan and Security Agreement originally dated as of September 13, 1999
LOAN ASSUMPTION AGREEMENTLoan Assumption Agreement • May 14th, 2007 • Ensign Group, Inc
THIS LOAN ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of October , 2006 (the "Effective Date") by and between G&L HOQUIAM, LLC, a Delaware limited liability company ("Prior Owner"); G&L REALTY PARTNERSHIP, L.P., a Delaware limited partnership ("Prior Guarantor"); CHERRY HEALTH HOLDINGS, INC., a Nevada corporation ("Borrower"); and WELLS FARGO BANK, N.A. (formerly known as Norwest Bank Minnesota, National Association), as Trustee for GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 1999-Cl ("Lender").
GUARANTY (The Ensign Group, Inc.)Guaranty • May 14th, 2007 • Ensign Group, Inc • Maryland
This GUARANTY ("Guaranty") is given as of September , 2003 ("Effective Date"), by THE ENSIGN GROUP, INC., a Delaware corporation ("Guarantor"), whose address is 32232 Paseo Adelanto, Suite 100, San Juan Capistrano, CA 92675, in favor of OHI ASSET (CA), LLC, a Delaware limited liability company ("Lessor"), whose address is 9690 Deereco Road, Suite 100, Timonium, Maryland, 21093, with reference to the following facts:
PACIFIC CARE CENTER LOAN AGREEMENTLoan Agreement • May 14th, 2007 • Ensign Group, Inc • Washington
Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association), as Trustee for GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 1999-C1 c/o Capmark Finance Inc. Woodcrest Place, Suite 305 Birmingham, Alabama 35209
AMENDMENT NO. 1 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...Loan and Security Agreement • May 14th, 2007 • Ensign Group, Inc • Maryland
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 3rd, day of December, 2004, by and among THE ENSIGN GROUP, INC., a Delaware corporation, ENSIGN HIGHLAND LLC, a Nevada limited liability company, 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, and ENSIGN 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 Ne
FIRST AMENDMENT TO LEASELease • May 14th, 2007 • Ensign Group, Inc • California
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated as of May 27th, 2003 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, d/b/a in the State of Arizona under the fictitious name of HC PROPERTIES, INC. ("HCPI") and HEALTH CARE INVESTORS, III, a California general partnership ("HCI III"), on the one hand, and MOENIUM HOLDINGS LLC, a Nevada limited liability company ("Lessee"), on the other hand. HCPI and HCI III shall sometimes be collectively referred to as "Lessor."
Mesa, AZ] GUARANTY OF OBLIGATIONSGuaranty of Obligations • May 14th, 2007 • Ensign Group, Inc
The undersigned, The Ensign Group, Inc., a Delaware corporation ("Guarantor"), as a material and necessary inducement to HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("Owner"), to (i) acquire certain property (the "Property") pursuant to a Contract of Acquisition, dated as of January , 2003, with BROWN ROAD SENIOR HOUSING LLC, a Nevada limited liability company ("Seller") (as the same may be amended, supplemented or otherwise modified from time to time, the "Acquisition Agreement"), and (ii) enter into a Lease, of even date herewith, with MOENIUM HOLDINGS LLC, a Nevada limited liability company ("Lessee"), as Lessee, covering the Property (as the same may be amended, supplemented or otherwise modified from time to time, the "Lease"), hereby agrees as follows:
FORM OF INDEPENDENT CONSULTING AND CENTRALIZED SERVICES AGREEMENT (Non- Clinical) Ensign Facility Services, Inc.Independent Consulting and Centralized Services Agreement • May 14th, 2007 • Ensign Group, Inc • California
THIS INDEPENDENT CONSULTING AND CENTRALIZED SERVICES AGREEMENT ("Agreement") is made and entered into by and between the above-named Consultant and Facility as of the Effective Date, with respect to the following facts and intentions:
GUARANTY (Vista Woods Health Associates LLC, City Heights Health Associates LLC, and Claremont Foothills Health Associates LLC)Guaranty • May 14th, 2007 • Ensign Group, Inc • Maryland
This GUARANTY (this "Guaranty") is given as of September , 2003 ("Effective Date"), by 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 (each a "Guarantor", and collectively, the "Guarantors"), whose address is 32232 Paseo Adelanto, Suite 100, San Juan Capistrano, CA 92675, in favor of OHI ASSET (CA), LLC, a Delaware limited liability company ("Lessor") whose address is 9690 Deereco Road, Suite 100, Timonium, Maryland 21093, with reference to the following facts:
THIRD AMENDED AND RESTATED LOAN AGREEMENT for a loan in the amount of among 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,...Loan Agreement • May 14th, 2007 • Ensign Group, Inc • Illinois
This Third Amended and Restated Loan Agreement is entered into as of December 29, 2006 among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and in its capacity as agent for the Lenders, together with its successors, "Agent"), the financial institutions other than GECC who are or hereafter become parties to this Agreement (together with GECC collectively, or individually, as the context may require, "Lender"), and VALLEY HEALTH HOLDINGS LLC, SKY HOLDINGS AZ LLC, TERRACE HOLDINGS AZ LLC, ENSIGN HIGHLAND LLC, PLAZA HEALTH HOLDINGS LLC, RILLITO HOLDINGS LLC, MEADOWBROOK HEALTH ASSOCIATES LLC, MOUNTAINVIEW COMMUNITYCARE LLC, CEDAR AVENUE HOLDINGS LLC and GRANADA INVESTMENTS LLC, each a Nevada limited liability company (each a "Borrower" and collectively, the "Borrowers").
THE ENSIGN GROUP, INC. INVESTORS' RIGHTS AGREEMENT JUNE 6, 2000Investors' Rights Agreement • May 14th, 2007 • Ensign Group, Inc • Delaware
This Investors' Rights Agreement (the "Agreement") is made as of the 6th day of June, 2000 by and among THE ENSIGN GROUP, INC., a Delaware corporation (the "Company"), and the investors listed on Exhibit A hereto, each of which is herein referred to as an "Investor" and Roy E. Christensen, Christopher R. Christensen, Douglas M. Easton, Gregory K. Stapley, J. Richard Toolson, V. Jay Brady, and Charles M. Blalack (each of whom shall be referred to herein as a "Founder").
SOUTHLAND CARE CENTER FHA Project No. 122-22030 SECURITY AGREEMENTSecurity Agreement • May 14th, 2007 • Ensign Group, Inc
THIS SECURITY AGREEMENT (the "Agreement") is made, entered into and dated as of the 30th day of January, 2001, by and between ENSIGN SOUTHLAND LLC, a limited liability company organized and existing under the laws of the State of Nevada, having an office and place of business at 32232 Paseo Adelanto, Suite 100, San Juan Capistrano, California 92675 (the "Debtor"), and CONTINENTAL WINGATE ASSOCIATES, INC., a corporation organized and existing under the laws of the Commonwealth of Massachusetts and having an office and place of business at 63 Kendrick Street, Needham, Massachusetts 02494 (the "Secured Party"), as follows:
MASTER LEASE between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, d/b/a in the State of Arizona under the fictitious name of HC PROPERTIES, INC. as Lessor AND MOENIUM HOLDINGS LLC, as Lessee Dated as of January , 2003Master Lease • May 14th, 2007 • Ensign Group, Inc
This First Amendment to Lease ("Amendment") is dated as of , 200 by and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("Lessor"), and , a ("Lessee").
SECOND AMENDMENT TO LEASELease • May 14th, 2007 • Ensign Group, Inc
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is dated as of October 31, 2004 (the "Effective Date"), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, d/b/a in the State of Arizona under the fictitious name of HC PROPERTIES, INC. ("HCPI") and HEALTH CARE INVESTORS III, a California general partnership ("HCI III"), on the one hand, and MOENIUM HOLDINGS LLC, a Nevada limited liability company ("Lessee"), on the other hand. HCPI and HCI III shall sometimes be collectively referred to as "Lessor."
LEASE GUARANTYLease Guaranty • May 14th, 2007 • Ensign Group, Inc • Arizona
THIS LEASE GUARANTY (this "Guaranty") is made as of July 3, 2003 by The Ensign Group, Inc., a Delaware corporation ("Guarantor"), having an address set forth next to its signature below, in favor of LTC Partners IV, L.P., a Delaware limited partnership, Coronado Corporation, a Delaware corporation, and Park Villa Corporation, a Delaware corporation (collectively "Lessor"), having an address at 22917 Pacific Coast Highway, Suite 350, Malibu, CA 90265, with reference to the following:
First Amendment to Lease Agreement Change of Commencement DateLease Agreement • May 14th, 2007 • Ensign Group, Inc
This First Amendment to Lease Agreement (the "Amendment") is made and entered into to be effective as of January 15, 2004, by and between MISSION RIDGE ASSOCIATES LLC, a Delaware limited liability company ("Landlord"), and ENSIGN FACILITY SERVICES, INC. a Nevada corporation ("Tenant"), with reference to the following facts:
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...Loan and Security Agreement • May 14th, 2007 • Ensign Group, Inc • Maryland
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 ROSA LLC, a Nevada limited liability company, and ENSIGN 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 ASSOCIATE
MISSION RIDGE OFFICE LEASE MISSION RIDGE ASSOCIATES LLC, a Delaware limited liability company, as Landlord, and ENSIGN FACILITY SERVICES, INC., a Nevada corporation as TenantOffice Lease • May 14th, 2007 • Ensign Group, Inc
This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office Lease, Summary and the exhibits to be known sometimes collectively hereafter as the "Lease"), dated as of the date set forth in Section 1 of the Summary, is made by and between MISSION RIDGE ASSOCIATES LLC, a Delaware limited liability company ("Landlord"), and ENSIGN FACILITY SERVICES, INC., a Nevada corporation ("Tenant").
