Amendment No. 5 to Amended and Restated Loan and Security Agreement by and among The Ensign Group, Inc. and General Electric Capital Corporation
This amendment updates the existing loan and security agreement between The Ensign Group, Inc. (and its affiliates) and General Electric Capital Corporation. It extends the agreement's term to November 19, 2007, temporarily increases the maximum loan amount from $20 million to $25 million for 60 days, and clarifies that the borrower is not required to prepay a related real estate loan upon termination of the main agreement. The amendment also confirms that all previous representations and warranties remain true and correct.
Exhibit 10.43
$20,000,000.00
AMENDMENT NO. 5 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 September 13, 2007
AMENDMENT NO. 5 TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 13th day of September, 2007 (the "Effective Date"), 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 ASSOCIATES LLC, a Nevada limited liability company, ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC., a Nevada corporation, and ROSE 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, and VICTORIA 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"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender").
RECITALS
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 November 19, 2007, unless terminated as provided in this Section 2.8 (the "Term")."
2. Real Estate Loan Documents. The parties acknowledge and agree that (i) the terms of the financing made pursuant to the Real Estate Loan Documents (the "Fixed Asset Loan") have materially changed since the Loan Agreement was executed and that the parties intended to exclude any requirement that the Fixed Asset Loan be prepaid upon termination or expiration of the Loan Agreement and (ii) notwithstanding anything to the contrary in the Loan Agreement or related documents, Borrower shall in no event be required to prepay the Fixed Asset Loan or be deemed to be in default for failure to prepay the Fixed Asset Loan upon termination or expiration of this Loan Agreement.
3. Temporary Commitment Increase.
a. The Maximum Loan Amount shall be increased from $20,000,000 to $25,000,000 (the "Temporary Maximum Loan Amount") on a temporary basis from the Effective Date until the date that is sixty (60) days from the Effective Date (the "Temporary Maximum Loan Amount Increase"). The temporary increase in the Maximum Loan Amount shall be evidenced by that certain promissory note attached as Exhibit A hereto (the "Overline Note").
b. During the term of the Temporary Maximum Loan Amount Increase, Clause (b) of Section 1.45 of the Loan Agreement shall be temporarily amended and restated in its entirety as follows; provided that after the term of the Temporary Maximum Loan Amount Increase, Clause (b) of Section 1.45 of the Loan Agreement shall be amended and restated in its entirety to the language in effect prior to giving effect to this Amendment:
"(b) the Account remains unpaid more than one hundred fifty (150) days past the claim or invoice date (but in no event more than one hundred five (165) days after the applicable Medical Services have been rendered);"
4. 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.
5. Effective Date. This Amendment shall be effective upon Lender's receipt of this Amendment executed by a duly authorized member and/or officer of each Borrower; provided that Borrower, as a condition to the effectiveness of this Amendment, agrees that, upon demand of Lender at any time after the date of this Amendment, to cause each of Ensign's subsidiaries that (a) is a skilled nursing facility operator; (b) does not constitute a Borrower under the Loan Agreement and (c) would be necessary to provide a sufficient Borrowing Base to support the advance made pursuant to the Overline Note, as determined by the Lender in its sole discretion, to execute a Security Agreement, in form and substance reasonably satisfactory to Lender, granting Lender a security interest in any and all of the Accounts of such subsidiaries.
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6. Fees and Expenses. 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.
7. 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.
8. 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.
9. 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.
10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.
11. 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.
12. 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: | |||
GENERAL ELECTRIC CAPITAL CORPORATION a Delaware corporation | |||
By: | /s/ JOHN WARDEN | ||
| Name: | John Warden | ||
| Title: | Authorized Signatory | ||
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| BORROWER: | ||||
ATTEST/WITNESS: | THE ENSIGN GROUP, INC. a Delaware corporation | |||
By: | /s/ ALAN J. NORMAN Alan J. Norman Vice President | By: | /s/ GREGORY K. STAPLEY Gregory K. Stapley Vice 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/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
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 | ||||
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ATTEST/WITNESS: | By: | Northern Pioneer Healthcare, Inc. Its Sole Member | ||
By: | /s/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
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/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
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/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
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ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC. ROSE PARK HEALTHCARE ASSOCIATES, INC. | ||||
ATTEST/WITNESS: | each, a Nevada corporation | |||
By: | /s/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
NORTHERN OAKS HEALTHCARE, INC. SALADO CREEK SENIOR CARE, INC. MCALLEN COMMUNITY HEALTHCARE, INC. WELLINGTON HEALTHCARE, INC. | ||||
ATTEST/WITNESS: | each, a Nevada corporation | |||
By: | /s/ DANIEL H. WALKER Daniel H. Walker | By: | /s/ BEVERLY WITTEKIND Beverly Wittekind Secretary | |
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LIST OF SCHEDULES
| 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
Overline Note
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SCHEDULES TO AMENDMENT NO. 5 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. | ||
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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. | ||
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. | ||
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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 4.15(a)/4.16, 4.15(b) and 4.17—
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Schedule 4.1
The Ensign Group, Inc.
(Delaware Corporation; Qualified in California)
The Flagstone Group, Inc.
SOUTHERN CALIFORNIA
Arroyo Vista Nursing Center
City Heights Health Associates LLC
Permunitum LLC*
Atlantic Memorial Healthcare Center
Atlantic Memorial Healthcare Associates, Inc.
Brookfield Healthcare Center
Downey Community Care LLC
Moenium Holdings LLC*
Carmel Mountain. Rehabilitation & Healthcare Center
Bernardo Heights Healthcare, Inc.
CM Health Holdings LLC
Lemon Grove Care & Rehabilitation Center
Lemon Grove Health Associates LLC
Palm Terrace Healthcare & Rehabilitation Center
Gate Three Healthcare LLC
Palomar Vista Healthcare Center
West Escondido Healthcare LLC
Rose Villa Healthcare Center
Bell Villa Care Associates LLC
Moenium Holdings LLC*
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 Healthcare Center
Costa Victoria Healthcare LLC
Vista Knoll Specialized Care Facility
Vista Woods Health Associates LLC
Permunitum LLC*
Whittier Hills Health Care Center
Ensign Whittier East LLC
Bandera Healthcare, Inc.
ARIZONA
Catalina Healthcare Center
Presidio Health Associates LLC
Rillito Holdings LLC
Coronado Healthcare Center
North Mountain Healthcare LLC
Adipiscor LLC*
Desert Sky Health and Rehabilitation Center
Glendale Healthcare Associates LLC
Sky Holdings AZ LLC
Desert Terrace Nursing Center
24th Street Healthcare Associates LLC
Terrace Holdings AZ LLC
East Mesa Healthcare Center
Sunland Health Associates LLC
Adipiscor LLC*
Grand Court of Mesa
Brown Road Senior Housing LLC
Moenium Holdings LLC*
Greenfields Assisted Living
Greenfields Assisted Living LLC
Highland Manor Health & Rehabilitation Center
Highland Healthcare LLC
Ensign Highland LLC
North Mountain Medical & Rehabilitation Center
Radiant Hills Health Associates LLC
Valley Health Holdings LLC
Osborn Health and Rehabilitation
RenewCare of Scottsdale, Inc.
Sabino Canyon Rehabilitation and Care Center
Ensign Sabino LLC
Meadowbrook Health Associates LLC
Waverly Park Healthcare Center
Park Waverly Healthcare LLC
Adipiscor LLC*
Milestone Healthcare, Inc.
UTAH
Arlington Hills Healthcare Center
Avenues Healthcare, Inc.
Tenth East Holdings LLC
Draper Rehabilitation and Care Center
South Valley Healthcare, Inc.
Fort Street Health Holdings LLC***
Holladay Healthcare Center
Olympus Health, Inc.
Cottonwood Health Holdings LLC
Mt. Ogden Health & Rehabilitation Center
Washington Heights Healthcare, Inc.
IDAHO
Pocatello Care and Rehabilitation Center
Pocatello Health Services, Inc.
Miscellaneous
(Held by The Ensign Group, Inc.)
SERVICE CENTER
Ensign Facility Services, Inc.
(Nevada Corporation; Qualified in California)
SELF-INSURANCE
Standardbearer Insurance Company, Ltd.
(Cayman Islands Exempted Company)
SHELF ENTITIES
Bayshore Healthcare, Inc.
Cardiff Healthcare, Inc.
Ensign Bellflower LLC
Ensign Napa LLC
Hueneme Healthcare, Inc.
Pomerado Ranch Healthcare, Inc.
RB Heights Health Holdings LLC
Regal Road Health Holdings LLC
South C Health Holdings LLC
Trousdale Health Holdings LLC
Walnut Grove Compuscare LLC
Keystone Care, Inc.
TEXAS
Cambridge Health & Rehabilitation Center
Richmond Senior Services, Inc.
Golfview Holdings LLC
Cambridge Square Retirement Center
Rosenburg Senior Living, Inc.
Avenue N Holdings LLC
Carrollton Health & Rehabilitation Center
Carrollton Heights Healthcare, Inc.
Trinity Mill Holdings LLC
Lake Village Nursing & Rehabilitation Center
Grand Villa Phx, Inc.
Verde Villa Holdings LLC
Northern Oaks Living & Rehabilitation Center
Northern Oaks Healthcare, Inc.
Salado Creek Living & Rehabilitation Center
Salado Creek Senior Care, Inc.
The Village Care Center
McAllen Community Healthcare, Inc.
Timberwood Nursing & Rehabilitation Center
Livingston Care Associates, Inc.
Polk Health Holdings LLC
Wellington Place Living & Rehabilitation Center
Wellington Healthcare, Inc.
Willow Bend Nursing & Rehabilitation Center
Town East Healthcare, Inc.
Mesquite Health Holdings LLC
Northern Pioneer Healthcare, Inc.
NORTHERN CALIFORNIA
Cloverdale Healthcare Center
Ensign Cloverdale LLC
Northbrook Nursing & Rehabilitation Center
Ensign Willits LLC
Park View Gardens at Montgomery
Ensign Montgomery LLC
Mountainview Communitycare LLC
Sonoma Healthcare Center
Ensign Sonoma LLC
Summerfield Health Care Center
Ensign Santa Rosa LLC
Ukiah Convalescent Hospital
Ensign Pleasanton LLC
WASHINGTON
Emerald Hills Healthcare Center
Lynnwood Health Services, Inc.
Snohomish Health Holdings LLC
Pacific Care Center
Hoquiam Healthcare, Inc.
Cherry Health Holdings, Inc.
Park Manor Rehabilitation Center
Manor Park Healthcare LLC
Plaza Health Holdings LLC
Touchstone Care, Inc.
SOUTHERN CALIFORNIA
Arbor Glen Care Center
Ensign San Dimas LLC
Arrow Tree Health Holdings LLC
Brookside Healthcare Center
Redbrook Healthcare Associates LLC
Camarillo Healthcare Center
Camarillo Community Care, Inc.
Granada Investments LLC
Claremont Care Center
Claremont Foothills Health Associates LLC
Permunitum LLC*
Glenwood Care Center
C Street Health Associates LLC
Mission Care Center
Ramon Healthcare Associates, Inc.
Panorama Gardens Nursing & Rehabilitation Center
Premier Care Center for Palm Springs
Ensign Palm I LLC
Upland Rehabilitation and Care Center
Upland Community Care, Inc.
Cedar Avenue Holdings LLC
Victoria Care Center
Victoria Ventura Healthcare LLC
KEY
Line 1: Facility Name
Line 2: Operating Entity: Held, as represented, by an operating group
Line 3: Holding Entity: All held by The Ensign Group, Inc.
* Master tenant/sublessor
** Owns property adjacent to the facility and will hold the facility property on exercise of option to buy at lease end.
*** Fort Street has the option to buy the property in January 2008
Unless noted otherwise, all entities are organized in Nevada and qualified to do business where located.
All subsidiaries are wholly owned.
Schedule 4.15(b)—Census data as of 9/7/2007
| Facility | Beds | Census | ||
|---|---|---|---|---|
| The Flagstone Group, Inc. (S.Cal) | ||||
| Atlantic Memorial | 100 | 89 | ||
| Palm Terrace | 99 | 98 | ||
| Sea Cliff | 182 | 176 | ||
| Sea Cliff ALF | 84 | 60 | ||
| Shoreline | 75 | 66 | ||
| Victoria | 79 | 74 | ||
| Arroyo Vista | 53 | 50 | ||
| Carmel Mountain | 120 | 108 | ||
| Lemon Grove | 158 | 150 | ||
| Palomar Vista | 74 | 71 | ||
| Vista Knoll | 120 | 109 | ||
| Brookfield | 70 | 65 | ||
| Rose Villa | 53 | 47 | ||
| Royal Court | 162 | 147 | ||
| Southland Care | 120 | 119 | ||
| Southland Home | 70 | 55 | ||
| Whittier Hills | 160 | 148 | ||
| Subsidiary Totals | 1779 | 1632 | ||
| Northern Pioneer (N.Cal & WA) | ||||
| Cloverdale | 72 | 64 | ||
| Northbrook | 71 | 35 | ||
| Park View | 116 | 103 | ||
| Sonoma | 137 | 118 | ||
| Summerfield | 70 | 57 | ||
| Ukiah | 58 | 52 | ||
| Emerald Hills | 120 | 52 | ||
| Pacific Care | 100 | 79 | ||
| Park Manor | 79 | 66 | ||
| Subsidiary Totals | 823 | 626 | ||
| Touchstone (S.Cal) | ||||
| Arbor Glen | 95 | 92 | ||
| Brookside | 97 | 83 | ||
| Camarillo | 114 | 94 | ||
| Claremont Care | 99 | 94 | ||
| Glenwood | 99 | 92 | ||
| Panorama Gardens | 149 | 142 | ||
| Premier Care | 99 | 89 | ||
| Mission Care | 58 | 52 | ||
| Ventura | 187 | 156 | ||
| Upland Rehab | 203 | 173 | ||
| Subsidiary Totals | 1200 | 1067 | ||
| Bandera Healthcare, Inc. (AZ) | ||||
| Catalina | 102 | 89 | ||
| Sabino Canyon | 107 | 95 | ||
| Waverly Park | 200 | 92 | ||
| Desert Sky | 186 | 140 | ||
| Desert Sky Assisted | 105 | 75 | ||
| East Mesa | 201 | 145 | ||
| Grand Court | 174 | 174 | ||
| Greenfields | 141 | 141 | ||
| Scottsdale | 120 | 120 | ||
| Coronado | 191 | 175 | ||
| Desert Terrace | 108 | 78 | ||
| Highland Manor | 107 | 87 | ||
| North Mountain | 155 | 141 | ||
| Subsidiary Totals | 1897 | 1552 | ||
| Keystone (TX, UT & ID) | ||||
| Cambridge Health and Rehab | 118 | 60 | ||
| Cambridge Square ALF | 44 | 37 | ||
| Carrollton Healthcare Center | 108 | 83 | ||
| Draper Rehab & Care Center | 89 | 50 | ||
| Lake Village | 120 | 87 | ||
| Northern Oaks | 96 | 83 | ||
| Salado Creek | 124 | 77 | ||
| The Village | 113 | 89 | ||
| Timberwood Nursing Home | 120 | 93 | ||
| Wellington Place | 140 | 82 | ||
| Willowbend Nursing & Rehab Ctr | 162 | 75 | ||
| Arlington Hills | 108 | 60 | ||
| Holladay | 120 | 90 | ||
| Mt Ogden | 108 | 60 | ||
| Pocatello Care & Rehab Ctr | 88 | 62 | ||
| Subsidiary Totals | 1658 | 1088 | ||
The Ensign Group, Inc. Totals | 7357 | 5965 |
Schedule 4.16
| FACILITY | Facility Legal Name | PHONE | FAX | ADDRESS | INFO 7/2007 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Arbor Glen Care Center | Ensign San Dimas LLC | (626) 963-7531 | (626) 914-7566 | 1033 East Arrow Highway Glendora, CA 91740 | 98 SNF | |||||
Arlington Hills Healthcare Center | Avenues Healthcare, Inc. | (801) 322-5521 | (801) 322-0934 | 165 South 1000 East Salt Lake City, UT 84102 | 108 SNF | |||||
Arroyo Vista Nursing Center | City Heights Health Associates LLC | (619) 283-5855 | (619) 284-6327 | 3022 45th Street San Diego, CA 92105 | 53 SNF | |||||
Atlantic Memorial Healthcare Center | Atlantic Memorial Healthcare Associates, Inc. | (562) 424-8101 | (562) 424-9041 | 2750 Atlantic Avenue Long Beach, CA 90806 | 109 SNF | |||||
Brookfield Healthcare Center | Downey Community Care LLC | (562) 869-2567 | (562) 869-8788 | 9300 Telegraph Road Downey, CA 90240 | 70 SNF | |||||
Brookside Healthcare Center | Redbrook Healthcare Associates LLC | (909) 793-2271 | (909) 792-6477 | 105 Terracina Blvd. Redlands, CA 92373 | 97 SNF | |||||
Camarillo Healthcare Center | Camarillo Community Care, Inc. | (805) 482-9805 | (805) 388-8242 | 205 Granada Street Camarillo, CA 93010 | 114 SNF | |||||
Cambridge Health & Rehabilitation Center | Richmond Senior Services, Inc. | (281) 344-9191 | (281) 344-9320 | 1106 Golfview Richmond, TX 77469 | 118 SNF | |||||
Cambridge Square Retirement Center | Rosenburg Senior Living, Inc. | (281) 344-8444 | (281) 344-1050 | 2700 Avenue N Rosenberg, TX 77471 | 44 ALF | |||||
Carrollton Health & Rehabilitation Center | Carrollton Heights Healthcare, Inc. | (972) 245-1573 | (972) 245-6082 | 1618 Kirby Road Carrollton, TX 75006 | 120 SNF | |||||
Claremont Care Center | Claremont Foothills Health Associates LLC | (909) 593-1391 | (909) 596-8319 | 219 East Foothill Blvd. Pomona, CA 91768 | 99 SNF | |||||
Carmel Mountain Rehab & Healthcare Center | Bernardo Heights Healthcare, Inc. | (858) 673-0101 | (858) 673-8320 | 11895 Avenue of Industry San Diego, CA 92128 | 120 SNF | |||||
Catalina Healthcare Center | Presidio Health Associates LLC | (520) 795-9574 | (520) 321-4983 | 2611 North Warren Ave. Tucson, AZ 85719 | 102 SNF | |||||
Cloverdale Healthcare Center | Ensign Cloverdale LLC | (707) 894-5201 | (707) 894-9324 | 300 Cherry Creek Road Cloverdale, CA 95425 | 72 SNF | |||||
Coronado Healthcare Center | North Mountain Healthcare LLC | (602) 256-7500 | (602) 943-7697 | 11411 North 19th Avenue Phoenix, AZ 85029 | 185 SNF | |||||
Desert Sky Health & Rehabilitation Center | Glendale Healthcare Associates LLC | (623) 931-5800 | (623) 931-8776 | 5125 North 58th Avenue Glendale, AZ 85301 | 189 SNF 103 ALF | |||||
Desert Terrace Nursing Center | 24th Street Healthcare Associates LLC | (602) 273-1347 | (602) 273-6260 | 2509 North 24th Street Phoenix, AZ 85008 | 108 SNF | |||||
Draper Rehabilitation and Care Center | South Valley Healthcare, Inc. | (801) 571-2704 | (801) 571-8921 | 12702 South Fort Street Draper, UT 84020 | 89 SNF | |||||
East Mesa Healthcare Center | Sunland Health Associates LLC | (480) 832-8333 | (480) 830-2466 | 51 South 48th Street Mesa, Arizona 85206 | 188 SNF | |||||
Emerald Hills Healthcare Center | Lynnwood Health Services, Inc. | (425) 776-5512 | (425) 776-3230 | 5821 188th Street SW Lynnwood, WA 98037 | 95 SNF | |||||
Glenwood Care Center | C Street Health Associates LLC | (805) 983-0305 | (805) 983-2514 | 1300 North C Street Oxnard, CA 93030 | 99 SNF | |||||
Grand Court of Mesa | Brown Road Sr Housing LLC | (480) 844-7336 | (480) 844-7045 | 262 East Brown Road Mesa, AZ 85201 | 117 ILF 50 SC | |||||
Greenfields Assisted Living Community | Greenfields Assisted Living LLC | (480) 649-3911 | (480) 649-1330 | 723 East 2nd Avenue Mesa, AZ 85204 | 141 ALF | |||||
Highland Manor Health & Rehab Center | Highland Healthcare LLC | (602) 264-9039 | (602) 264-1017 | 4635 N. 14th Street Phoenix, AZ 85014 | 107 SNF | |||||
Holladay Healthcare Center | Olympus Health, Inc. | (801) 277-7002 | (801) 272-0622 | 4782 South Holladay Blvd. Salt Lake City, UT 84117 | 120 SNF | |||||
Lake Village Nursing & Rehab. Center | Grand Villa PHX, Inc. | (972) 436-7571 | (972) 221-4187 | 169 Lake Park Road Lewisville, TX 75057 | 120 SNF | |||||
Lemon Grove Care & Rehab Center | Lemon Grove Health Associates LLC | (619) 463-0294 | (619) 461-1064 | 8351 Broadway Lemon Grove, CA 91945 | 158 SNF | |||||
Mission Care & Rehabilitation Center | Ramon Healthcare Assoc, Inc. | (626) 607-2400 | (626) 607-2490 | 4800 Delta Avenue Rosemead, CA 91770 | 59 SNF | |||||
Mt. Ogden Health and Rehabilitation Center | Washington Heights Healthcare, Inc. | (801) 479-5700 | (801) 476-8913 | 375 East 5350 South Washington Terr., UT 84405 | 108 SNF | |||||
North Mountain Medical & Rehab Center | Radiant Hills Health Associates LLC | (602) 944-1666 | (602) 944-8549 | 9155 North 3rd Street Phoenix, AZ 85020 | 155 SNF | |||||
Northern Oaks Living & Rehab Center | Northern Oaks Healthcare, Inc. | (325) 676-1677 | (325) 676-3941 | 2722 Old Anson Road Abilene, TX 79603 | 96 SNF 0 ALF | |||||
Northbrook Nursing and Rehab Center | Ensign Willits LLC | (707) 459-5592 | (707) 459-4727 | 64 Northbrook Way Willits, CA 95490 | 72 SNF | |||||
Osborn Health and Rehabilitation | RenewCare of Scottsdale, Inc. | (480) 994-1333 | (480) 990-3895 | 3333 North Civic Ctr Plaza Scottsdale, AZ 85251 | 130 SNF | |||||
Pacific Care Center | Hoquiam Healthcare, Inc. | (360) 532-7882 | (360) 537-7216 | 3035 Cherry Street Hoquiam, WA 98550 | 109 SNF | |||||
Palm Terrace Healthcare & Rehab Center | Gate Three Healthcare LLC | (949) 587-9000 | (949) 951-3174 | 24962 Calle Aragon Laguna Woods, CA 92637 | 99 SNF | |||||
Palomar Vista Healthcare Center | West Escondido Healthcare LLC | (760) 746-0303 | (760) 738-1749 | 201 North Fig Street Escondido, CA 92025 | 74 SNF | |||||
Panorama Gardens Nursing & Rehabilitation Center | Ensign Panorama LLC | (818) 893-6385 | (818) 893-2924 | 9541 Van Nuys Blvd. Panorama City, CA 91402 | 151 SNF | |||||
Park Manor Rehabilitation Center | Manor Park Healthcare LLC | (509) 529-4218 | (509) 522-1729 | 1710 Plaza Way Walla Walla, WA 99362 | 79 SNF | |||||
Park View Gardens at Montgomery | Ensign Montgomery LLC | (707) 525-1250 | (707) 525-0159 | 3751 Montgomery Drive Santa Rosa, CA 95405 | 122 SNF | |||||
Pocatello Care and Rehabilitation Center | Pocatello Health Services, Inc. | (208) 478-3333 | (208) 478-3331 | 527 Memorial Drive Pocatello, ID 83201 | 88 SNF | |||||
Premier Care Center for Palm Springs | Ensign Palm I LLC | (760) 323-2638 | (760) 323-1723 | 2990 East Ramon Road Palm Springs, CA 92264 | 99 SNF | |||||
Rose Villa Healthcare Center | Bell Villa Care Associates LLC | (562) 925-4252 | (562) 925-1130 | 9028 Rose Street Bellflower, CA 90706 | 53 SNF | |||||
Royal Court Healthcare | Ensign Whittier West LLC | (562) 693-7701 | (562) 693-6037 | 12385 E. Washington Blvd Whittier, CA 90606 | 162 SNF | |||||
Sabino Canyon Rehab & Care Center | Ensign Sabino LLC | (520) 722-5515 | (520) 886-8082 | 5830 East Pima Tucson, AZ 85712 | 112 SNF | |||||
Salado Creek Living & Rehab Center | Salado Creek Senior Care, Inc. | (210) 824-7331 | (210) 824-1334 | 603 Corrine San Antonio, TX 78218 | 120 SNF | |||||
Sea Cliff Healthcare Center | HB Healthcare Associates LLC | (714) 847-3515 | (714) 847-4315 | 18811 Florida Street Huntington Bch, CA 92648 | 182 S/I 84 ALF | |||||
Shoreline Healthcare Center | Rose Park Healthcare Associates, Inc. | (562) 494-4421 | (562) 494-2731 | 4029 East Anaheim St. Long Beach, CA 90804 | 75 SNF | |||||
Sonoma Healthcare Center | Ensign Sonoma LLC | (707) 938-8406 | (707) 938-4400 | 1250 Broadway Sonoma, CA 95476 | 144 SNF | |||||
Southland & Southland Living | Southland Management LLC | (562) 868-9761 | (562) 863-0336 | 11701 Studebaker Road Norwalk, CA 90650 | 120 SNF 75 ALF | |||||
Summerfield Healthcare Center | Ensign Santa Rosa LLC | (707) 539-1515 | (707) 539-0630 | 1280 Summerfield Road Santa Rosa, CA 95405 | 70 SNF | |||||
Timberwood Nursing & Rehabilitation Center | Livingston Care Associates, Inc. | (936) 327-4446 | (936) 327-8435 | 4001 Highway 59 North Livingston, TX 77351 | 120 SNF | |||||
Ukiah Convalescent Hospital | Ensign Pleasanton LLC | (707) 462-8864 | (707) 462-0718 | 1349 South Dora Ukiah, CA 95482 | 57 SNF | |||||
Upland Rehabilitation & Care Center | Upland Community Care, Inc. | (909) 985-1903 | (909) 949-4975 | 1221 East Arrow Hwy Upland, CA ###-###-#### | 206 SNF | |||||
The Village Care Center | McAllen Community Healthcare, Inc. | (956) 664-8900 | (956) 664-8906 | 615 No. Ware Road McAllen, TX 78501 | 114 SNF | |||||
Victoria Care Center | Victoria Ventura Healthcare LLC | (805) 642-1736 | (805) 639-3198 | 5445 Everglades Street Ventura, CA 93003 | 188 SNF | |||||
Victoria Healthcare Center | Costa Victoria Healthcare LLC | (949) 642-0387 | (949) 646-0313 | 340 Victoria Street Costa Mesa, CA 92627 | 79 SNF | |||||
Vista Knoll Specialized Care Facility | Vista Woods Health Associates LLC | (760) 630-2273 | (760) 630-0913 | 2000 Westwood Road Vista, CA 92083 | 119 SNF | |||||
Waverly Park Healthcare Center | Park Waverly Healthcare LLC | (520) 882-6151 | (520) 620-1547 | 2001 N. Park Avenue Tucson, AZ 85719 | 200 SNF | |||||
Wellington Place Living & Rehab Center | Wellington Healthcare, Inc. | (254) 778-4231 | (254) 778-2877 | 1802 So. 31st Temple, TX 76504 | 140 SNF | |||||
Whittier Hills Healthcare Center | Ensign Whittier East LLC | (562) 947-7817 | (562) 943-5347 | 10426 Bogardus Avenue Whittier, CA 90603 | 160 SNF | |||||
Willowbend Nursing & Rehab. Center | Town East Healthcare, Inc. | (972) 279-3601 | (972) 613-4539 | 2231 Highway 80 East Mesquite, TX 75150 | 162 SNF |
Schedule 4.17
CONFIDENTIAL
| The Ensign Group, Inc. Significant Shareholders | Balance September 2007 | % 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 | % | ||||
