Amendment No. 4 to Amended and Restated Loan and Security Agreement by and among The Ensign Group, Inc. and General Electric Capital Corporation
This amendment updates the terms of a loan and security agreement between The Ensign Group, Inc. and its affiliates (the Borrowers) and General Electric Capital Corporation (the Lender). The amendment extends the agreement's term to September 15, 2007, clarifies that the Borrowers cannot terminate the agreement until all real estate loan obligations are repaid, and requires updated schedules and payment of related legal fees. The Borrowers confirm their collateral is free of other liens, and the amendment is effective upon execution and delivery of updated information.
Exhibit 10.42
$20,000,000.00
AMENDMENT NO. 4 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 August 1, 2007
AMENDMENT NO. 4 TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 1stday of August 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 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 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 September 15, 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 Lender's receipt of this Amendment executed by a duly authorized member and/or officer of each Borrower.
4. 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.
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.
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]
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 WORDEN | ||
| Name: John Worden Title: Authorized Signatory | |||
| BORROWER: | ||||
ATTEST/WITNESS: | THE ENSIGN GROUP, INC. a Delaware corporation | |||
By: By: | /s/ ALAN J. NORMAN Alan J. Norman Vice President | By: | /s/ CHRISTOPHER R. CHRISTENSEN Christopher R. Christensen President | |
ENSIGN WHITTIER WEST LLC ENSIGN WHITTIER EAST LLC ENSIGN PANORAMA LLC LEMON GROVE HEALTH ASSOCIATES LLC BELL VILLA CARE ASSOCIATES LLC DOWNEY COMMUNITY CARE LLC COSTA VICTORIA HEALTHCARE LLC WEST ESCONDIDO HEALTHCARE LLC HB HEALTHCARE ASSOCIATES LLC VISTA WOODS HEALTH ASSOCIATES LLC CITY HEIGHTS HEALTH ASSOCIATES LLC C STREET HEALTH ASSOCIATES LLC VICTORIA VENTURA HEALTH CARE LLC GATE THREE HEALTHCARE LLC SOUTHLAND MANAGEMENT LLC MANOR PARK HEALTHCARE LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | The Flagstone Group, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM Soon Burnam Treasurer | By: | /s/ V. JAY BRADY V. Jay Brady President | |
ENSIGN SANTA ROSA LLC ENSIGN MONTGOMERY LLC ENSIGN CLOVERDALE LLC ENSIGN SONOMA LLC ENSIGN WILLITS LLC ENSIGN PLEASANTON LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Northern Pioneer Healthcare, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM Soon Burnam Treasurer | By: | /s/ CORY E. MONETTE Cory E. Monette President | |
ENSIGN SAN DIMAS LLC ENSIGN PALM I LLC REDBROOK HEALTHCARE ASSOCIATES LLC CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Touchstone Care, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM Soon Burnam Treasurer | By: | /s/ JOHN ALBRECHTSEN John Albrechtsen President | |
ENSIGN SABINO LLC 24TH STREET HEALTHCARE ASSOCIATES LLC GLENDALE HEALTHCARE ASSOCIATES LLC PRESIDIO HEALTH ASSOCIATES LLC NORTH MOUNTAIN HEALTHCARE LLC PARK WAVERLY HEALTHCARE LLC SUNLAND HEALTH ASSOCIATES LLC RADIANT HILLS HEALTH ASSOCIATES LLC HIGHLAND HEALTHCARE LLC each, a Nevada limited liability company | ||||
ATTEST/WITNESS: | By: | Bandera Healthcare, Inc. Its Sole Member | ||
By: | /s/ SOON BURNAM Soon Burnam Treasurer | By: | /s/ MICHAEL C. DALTON Michael C. Dalton President | |
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC. ROSE PARK HEALTHCARE ASSOCIATES, INC. each, a Nevada corporation | ||||
ATTEST/WITNESS: | ||||
By: | /s/ SOON BURNAM Soon E. Burnam | By | /s/ CHRISTOPHER R. CHRISTENSEN Christopher R. Christensen President | |
NORTHERN OAKS HEALTHCARE, INC. SALADO CREEK SENIOR CARE, INC. MCALLEN COMMUNITY HEALTHCARE, INC. WELLINGTON HEALTHCARE, INC. each, a Nevada corporation | ||||
ATTEST/WITNESS: | ||||
By: | /s/ SOON BURNAM Soon E. Burnam | By: | /s/ CHRISTOPHER R. CHRISTENSEN Christopher R. Christensen President | |
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 |
SCHEDULES TO AMENDMENT NO. 4 TO
AMENDED & RESTATED LOAN AGREEMENT
| Sched | Description | Matters Covered | ||
|---|---|---|---|---|
| 1.39 | Permitted Liens: | (i) Landlord's liens, both statutory and contractual, contained in or created by the various leases, security agreement, pledges and related documentation covering the locations described in Schedule 4.15, but only to the extent that such liens are contractually subordinated to Lender's liens and security interests pursuant to agreements between Lender and such landlords that are satisfactory to Lender | ||
(ii) (a) The lien of the Deed of Trust and Assignment of Rents by and between Ensign Southland LLC as Trustor and Continental Wingate Associates, Inc. as Beneficiary, affecting the California Property and recorded January 30, 2001 at Document No. 01-0161647 in the office of the Los Angeles County Recorder, securing indebtedness in the original principal amount of $7,455,100, (b) all liens created or extended in connection with that certain Second Amended and Restated Loan Agreement for a loan in the amount of $64,692,11.67 by and among Valley Health Holdings LLC, Sky Holdings AZ LLC, Terrace Holdings AZ LLC, Plaza Health Holdings LLC, Rillito Holdings LLC, Mountainview Communitycare LLC, Meadowbrook Health Associates LLC, Cedar Avenue Holdings LLC, Granada Investments LLC, as borrowers, and General Electric Capital Corporation, as lender, dated December 29, 2006; and (c) the lien of the Deed of Trust and Security Agreement encumbering TEGI subsidiary Cherry Hill Health Holdings, Inc.'s Pacific Care Center facility, Hoquiam, Washington, securing a non-prepayable assumed $2,475,000 loan that existed when the property was acquired in 2006. | ||||
(iii) Liens permitted to be created by Sections 6.23 and 7.1(d) of the Loan Agreement. | ||||
4.1 | Subsidiaries: | See attached organizational chart for existing subsidiaries of The Ensign Group, Inc. | ||
4.5 | Pending or Threatened Litigation: | There is currently no pending or threatened litigation which the Borrower believes would materially threaten Borrower's viability or ability to repay the Obligations; further, all claims pending or threatened against the Borrower are either covered by insurance or, to the extent they are not, Borrower believes it has accrued adequate reserves in connection therewith. | ||
4.8 | Defaults: | Relating to the representations in Section 4.8 of the Loan Agreement, and without admitting any default, reference is made to Schedule 4.5 above. | ||
4.13 | Non-compliance with Law: | To the best of the actual knowledge of the officers of Borrower, there does not currently exist any material non-compliance with applicable laws. | ||
4.14 | Environmental Matters: | To the best of the actual knowledge of the officers of The Ensign Group, Inc., there are no material adverse environmental matters associated with any of the properties occupied by TEGI's operating subsidiaries which require remediation or pose a present threat of material harm or liability. | ||
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. | ||
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—
Confidential—Schedule 4.1
The Ensign Group, Inc.
(Delaware Corporation; Qualified in California)
| The Flagstone Group, Inc. | Bandera Healthcare, Inc. | Milestone Healthcare, Inc. | ||
|---|---|---|---|---|
| SOUTHERN CALIFORNIA | ARIZONA | UTAH | ||
| 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 | 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* | 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. East Escondido Healthcare LLC 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 |
K EY
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.
| Keystone Care, Inc. | Northern Pioneer Healthcare, Inc. | Touchstone Care, Inc. | ||
|---|---|---|---|---|
| TEXAS | NORTHERN CALIFORNIA | SOUTHERN CALIFORNIA | ||
| 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 | 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 | 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 Ensign Panorama LLC 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 |
Consolidated Schedule 4.15(a)/4.16
Places of Business with Trade Names and Record Owner Data
(As of June 15, 2007)
(See separate Schedule 4.15(a) for Census Data)
| Place of Business | Address | | Licensee | Record Owner | ||||
|---|---|---|---|---|---|---|---|---|
| Arbor Glen Care Center | 1033 East Arrow Highway | Glendora, CA 91740 | Ensign San Dimas LLC | Health Care Investors III | ||||
Arlington Hills Healthcare Center | 165 South 1000 East | Salt Lake City, UT 84102 | Avenues Healthcare, Inc. | Tenth East Holdings LLC | ||||
Arroyo Vista Nursing Center | 3022 45th Street | San Diego, CA 92105 | City Heights Health Assoc LLC | OHI Asset (CA), LLC | ||||
Atlantic Memorial Healthcare Center | 2750 Atlantic Avenue | Long Beach, CA 90806 | Atlantic Memorial H'care Assoc, Inc. | RMA Land, LLC | ||||
Brookfield Healthcare Center | 9300 Telegraph Road | Downey, CA 90240 | Downey Comm'ty Care LLC | Healthcare Investors, III | ||||
Brookside Healthcare Center | 105 Terracina Blvd. | Redlands, CA 92373 | Redbrook H'care Associates LLC | James F. Cotter | ||||
Camarillo Healthcare Center | 205 Granada Street | Camarillo, CA 93010 | Camarillo Com'ty Care, Inc. | Granada Investments LLC | ||||
Cambridge Health & Rehabilitation Center | 1106 Golfview | Richmond, TX 77469 | Richmond Senior Services, Inc. | Golfview Holdings LLC | ||||
Cambridge Square Retirement Center | 2700 Avenue N | Rosenberg, TX 77471 | Rosenburg Senior Living, Inc. | Avenue N Holdings LLC | ||||
Carrollton Health & Rehabilitation Center | 1618 Kirby Road | Carrollton, TX 75006 | Carrollton Heights Healthcare, Inc. | Trinity Mill Holdings LLC | ||||
Claremont Care Center | 219 East Foothill Blvd. | Pomona, CA 91768 | Claremont F'thills Health Assoc LLC | OHI Asset (CA), LLC | ||||
Carmel Mtn Rehab & Healthcare Center | 11895 Avenue of Industry | San Diego, CA 92128 | Bernardo Heights Healthcare, Inc. | CM Holdings LLC | ||||
Catalina Healthcare Center | 2611 North Warren Ave. | Tucson, AZ 85719 | Presidio Health Associates LLC | Rillito Holdings LLC | ||||
Cloverdale Healthcare Center | 300 Cherry Creek Road | Cloverdale, CA 95425 | Ensign Cloverdale LLC | James F. Cotter | ||||
Coronado Healthcare Center | 11411 North 19th Avenue | Phoenix, AZ 85029 | North Mountain Healthcare LLC | Coronado Corporation | ||||
Desert Sky Health & Rehabilitation Center | 5125 North 58th Avenue | Glendale, AZ 85301 | Glendale H'care Associates LLC | Sky Holdings AZ LLC | ||||
Desert Terrace Nursing Center | 2509 North 24th Street | Phoenix, AZ 85008 | 24th Street H'care Assoc LLC | Terrace Holdings AZ LLC | ||||
Draper Rehabilitation and Care Center | 12702 South Fort Street | Draper, UT 84020 | South Valley Healthcare, Inc. | Lone Peek Properties, Limited Liability Company | ||||
The Ensign Group, Inc. Ensign Facility Services, Inc. | 27101 Puerta Real, Suite 450 | Mission Viejo, CA 92691 | N/A | Mission Ridge Associates, L.L.C. | ||||
East Mesa Healthcare Center | 51 South 48th Street | Mesa, Arizona 85206 | Sunland Health Associates LLC | LTC Partners VI, L.P. | ||||
Emerald Hills Healthcare Center | 5821 188th Street SW | Lynnwood, WA 98037 | Lynnwood Health Services, Inc. | Snohomish Health Holdings LLC | ||||
Glenwood Care Center | 1300 North C Street | Oxnard, CA 93030 | C Street Health Associates LLC | Oxnard Investments, L.P. | ||||
Grand Court of Mesa | 262 East Brown Road | Mesa, AZ 85201 | Brown Road Sr Housing LLC | Moenium Holdings LLC | ||||
Greenfields Assisted Living Community | 723 East 2nd Avenue | Mesa, AZ 85204 | Greenfields Assisted Livg LLC | Cascade Gardens Associates, L.P. | ||||
Highland Manor Health & Rehab Center | 4635 N. 14th Street | Phoenix, AZ 85014 | Highland Healthcare LLC | Ensign Highland LLC | ||||
Holladay Healthcare Center | 4782 South Holladay Blvd. | Salt Lake City, UT 84117 | Olympus Health, Inc. | Cottonwood Health Holdings LLC | ||||
Lake Village Nursing & Rehab. Center | 169 Lake Park Road | Lewisville, TX 75057 | Grand Villa PHX, Inc.† | Verde Villa Holdings LLC | ||||
Lemon Grove Care & Rehab Center | 8351 Broadway | Lemon Grove, CA 91945 | Lemon Grove Health Assoc LLC | MCS PGCH LLC et al | ||||
Mission Care & Rehabilitation Center | 4800 Delta Avenue | Rosemead, CA 91770 | Ramon Healthcre Assoc, Inc. | Rosemead Assisted L.P. | ||||
Mt. Ogden Health and Rehabilitat'n Center | 375 East 5350 South | Washington Terr., UT 84405 | Washington H'ts Healthcare, Inc. | St. Benedict's Hospital | ||||
North Mountain Medical & Rehab Center | 9155 North 3rd Street | Phoenix, AZ 85020 | Radiant Hills Health Assoc LLC | Valley Health Holdings LLC | ||||
Northern Oaks Living & Rehab Center | 2722 Old Anson Road | Abilene, TX 79603 | Northern Oaks Healthcare, | James F. Cotter | ||||
Northbrook Nursing and Rehab Center | 64 Northbrook Way | Willits, CA 95490 | Ensign Willits LLC | James F. Cotter | ||||
Osborn Health and Rehabilitation | 3333 North Civic Center Plaza | Scottsdale, AZ 85251 | RenewCare of Scottsdale, Inc. | Nationwide Health Properties, Inc. | ||||
Pacific Care Center | 3035 Cherry Street | Hoquiam, WA 98550 | Hoquiam Healthcare, Inc. | Cherry Health Holdings, Inc. | ||||
Palm Terrace Healthcare & Rehab Center | 24962 Calle Aragon | Laguna Woods, CA 92637 | Gate Three Healthcare LLC | Laguna Hills Assisted I L.P. | ||||
Palomar Vista Healthcare Center | 201 North Fig Street | Escondido, CA 92025 | West Escondido Healthcare LLC | Neale A. Perkins | ||||
Panorama Gardens Nursing & Reh Center | 9541 Van Nuys Blvd. | Panorama City, CA 91402 | Ensign Panorama LLC | Vannovi Properties, LLC | ||||
Park Manor Rehabilitation Center | 1710 Plaza Way | Walla Walla, WA 99362 | Manor Park Healthcare LLC | Health Care Property Investors, Inc. | ||||
Park View Gardens at Montgomery | 3751 Montgomery Drive | Santa Rosa, CA 95405 | Ensign Montgomery LLC | Mountainview Communitycare LLC | ||||
Pocatello Care and Rehabilitation Center | 527 Memorial Drive | Pocatello, ID 83201 | Pocatello Health Services, Inc. | Portneuf Medical Center | ||||
Premier Care Center for Palm Springs | 2990 East Ramon Road | Palm Springs, CA 92264 | Ensign Palm I LLC | Coachella House, Inc. | ||||
Rose Villa Healthcare Center | 9028 Rose Street | Bellflower, CA 90706 | Bell Villa Care Associates LLC | Healthcare Investors, III | ||||
Royal Court Healthcare | 12385 E. Washington Blvd | Whittier, CA 90606 | Ensign Whittier West LLC | Whittier West, L.L.C. | ||||
Sabino Canyon Rehab & Care Center | 5830 East Pima | Tucson, AZ 85712 | Ensign Sabino LLC | Tucson-Cal Associates, LLC | ||||
Salado Creek Living & Rehab Center | 603 Corrine | San Antonio, TX 78218 | Salado Creek Senior Care, Inc. | James F. Cotter | ||||
Sea Cliff Healthcare Center | 18811 Florida Street | Huntington Bch, CA 92648 | HB Healthcare Associates LLC | Huntington Beach Convalescent Hospital Asset Corporation | ||||
Shoreline Healthcare Center | 4029 East Anaheim St. | Long Beach, CA 90804 | Rose Park H'care Associates, Inc. | Long Beach Health Associates LLC | ||||
Sonoma Healthcare Center | 1250 Broadway | Sonoma, CA 95476 | Ensign Sonoma LLC | James F. Cotter | ||||
Southland & Southland Living | 11701 Studebaker Road | Norwalk, CA 90650 | Southland Management LLC | Ensign Southland LLC | ||||
Summerfield Healthcare Center | 280 Summerfield Road | Santa Rosa, CA 95405 | Ensign Santa Rosa LLC | Summerfield Development Co. | ||||
Timberwood Nursing & Rehabilit'n Center | 4001 Highway 59 North | Livingston, TX 77351 | Livingston Care Associates, Inc. | Polk Health Holdings LLC | ||||
Ukiah Convalescent Hospital | 1349 South Dora | Ukiah, CA 95482 | Ensign Pleasanton LLC | Ukiah SNF, LLC | ||||
Upland Rehabilitation & Care Center | 1221 East Arrow Hwy | Upland, CA ###-###-#### | Upland Comty Care, Inc. | Cedar Avenue Holdings LLC | ||||
The Village Care Center | 615 No. Ware Road | McAllen, TX 78501 | McAllen Comm'ty Healthcare, Inc. | James F. Cotter | ||||
Victoria Care Center | 5445 Everglades Street | Ventura, CA 93003 | Victoria Ventura Healthcare LLC | SHP Lexington, LLC | ||||
Victoria Healthcare Center | 340 Victoria Street | Costa Mesa, CA 92627 | Costa Victoria Healthcare LLC | Eugene Woods, et al | ||||
Vista Knoll Specialized Care Facility | 2000 Westwood Road | Vista, CA 92083 | Vista Woods Health Assoc LLC | OHI Asset (CA), LLC | ||||
Waverly Park Healthcare Center | 001 N. Park Avenue | Tucson, AZ 85719 | Park Waverly Healthcare LLC | Park Villa Corporation | ||||
Wellington Place Living & Rehab Center | 1802 So. 31st | Temple, TX 76504 | Wellington Healthcare, Inc. | James F. Cotter | ||||
Whittier Hills Healthcare Center | 10426 Bogardus Avenue | Whittier, CA 90603 | Ensign Whittier East LLC | Whittier East, L.L.C. | ||||
Willowbend Nursing & Rehab. Center | 2231 Highway 80 East | Mesquite, TX 75150 | Town East Healthcare, Inc. | Mesquite Health Holdings LLC |
Schedule 4.15(b)—Census Data as of 7/25/2007
| Facility | Beds | Census | ||||
|---|---|---|---|---|---|---|
| The Flagstone Group, Inc. (S.Cal) | ||||||
| Atlantic Memorial | 100 | 81 | ||||
| Palm Terrace | 99 | 84 | ||||
| Sea Cliff | 182 | 172 | ||||
| Sea Cliff ALF | 84 | 56 | ||||
| Shoreline | 75 | 68 | ||||
| Victoria | 79 | 74 | ||||
| Arroyo Vista | 53 | 48 | ||||
| Carmel Mountain | 120 | 105 | ||||
| Lemon Grove | 158 | 145 | ||||
| Palomar Vista | 74 | 67 | ||||
| Vista Knoll | 120 | 104 | ||||
| Brookfield | 70 | 66 | ||||
| Rose Villa | 53 | 50 | ||||
| Royal Court | 162 | 157 | ||||
| Southland Care | 120 | 116 | ||||
| Southland Home | 70 | 54 | ||||
| Whittier Hills | 160 | 151 | ||||
| Subsidiary Totals | 1779 | 1598 | ||||
| Northern Pioneer (N.Cal & WA) | ||||||
| Cloverdale | 72 | 65 | ||||
| Northbrook | 71 | 37 | ||||
| Park View | 116 | 101 | ||||
| Sonoma | 137 | 111 | ||||
| Summerfield | 70 | 59 | ||||
| Ukiah | 58 | 52 | ||||
| Emerald Hills | 120 | 44 | ||||
| Pacific Care | 100 | 75 | ||||
| Park Manor | 79 | 64 | ||||
| Subsidiary Totals | 823 | 608 | ||||
| Touchstone (S.Cal) | ||||||
| Arbor Glen | 95 | 81 | ||||
| Brookside | 97 | 90 | ||||
| Camarillo | 114 | 79 | ||||
| Claremont Care | 99 | 90 | ||||
| Glenwood | 99 | 94 | ||||
| Panorama Gardens | 149 | 142 | ||||
| Premier Care | 99 | 93 | ||||
| Mission Care | 58 | 51 | ||||
| Ventura | 187 | 151 | ||||
| Upland Rehab | 203 | 163 | ||||
| Subsidiary Totals | 1200 | 1034 | ||||
| Bandera Healthcare, Inc. (AZ) | ||||||
| Catalina | 102 | 91 | ||||
| Sabino Canyon | 107 | 86 | ||||
| Waverly Park | 200 | 96 | ||||
| Desert Sky | 186 | 151 | ||||
| Desert Sky Assisted | 105 | 82 | ||||
| East Mesa | 201 | 148 | ||||
| Grand Court | 174 | 168 | ||||
| Greenfields | 141 | 95 | ||||
| Scottsdale | 120 | 74 | ||||
| Coronado | 191 | 175 | ||||
| Desert Terrace | 108 | 84 | ||||
| Highland Manor | 107 | 77 | ||||
| North Mountain | 155 | 151 | ||||
| Subsidiary Totals | 1897 | 1478 | ||||
| Keystone (TX, UT & ID) | ||||||
| Cambridge Health and Rehab | 118 | 79 | ||||
| Cambridge Square ALF | 44 | 37 | ||||
| Carrollton Healthcare Center | 108 | 72 | ||||
| Draper Rehab & Care Center | 89 | No Data | ||||
| Lake Village | 120 | 89 | ||||
| Northern Oaks | 96 | 84 | ||||
| Salado Creek | 124 | 80 | ||||
| The Village | 113 | 84 | ||||
| Timberwood Nursing Home | 120 | 92 | ||||
| Wellington Place | 140 | 86 | ||||
| Willowbend Nursing & Rehab Ctr | 162 | 71 | ||||
| Arlington Hills | 108 | 61 | ||||
| Holladay | 120 | 86 | ||||
| Mt Ogden | 108 | 52 | ||||
| Pocatello Care & Rehab Ctr | 88 | 66 | ||||
| Subsidiary Totals | 1658 | 1039 | ||||
| The Ensign Group, Inc. Totals | 7357 | 5757 | ||||
Exhibit 4.16
FACILITY INFO AT-A-GLANCE
| 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 Assoc LLC | (619) 283-5855 | (619) 284-6327 | 3022 45th Street San Diego, CA 92105 | 53 SNF | |||||
Atlantic Memorial Healthcare Center | Atlantic Memorial H'care Assoc, Inc. | (562) 424-8101 | (562) 424-9041 | 2750 Atlantic Avenue Long Beach, CA 90806 | 109 SNF | |||||
Brookfield Healthcare Center | Downey Comm'ty Care LLC | (562) 869-2567 | (562) 869-8788 | 9300 Telegraph Road Downey, CA 90240 | 70 SNF | |||||
Brookside Healthcare Center | Redbrook H'care Associates LLC | (909) 793-2271 | (909) 792-6477 | 105 Terracina Blvd. Redlands, CA 92373 | 97 SNF | |||||
Camarillo Healthcare Center | Camarillo Com'ty Care, Inc. | (805) 482-9805 | (805) 388-8242 | 205 Granada Street Camarillo, CA 93010 | 114 SNF | |||||
Cambridge Health & Rehabilitation Ctr | 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 Ctr | Carrollton Heights Healthcare, Inc. | (972) 245-1573 | (972) 245-6082 | 1618 Kirby Road Carrollton, TX 75006 | 120 SNF | |||||
Claremont Care Center | Claremont F'thills Health Assoc LLC | (909) 593-1391 | (909) 596-8319 | 219 East Foothill Blvd. Pomona, CA 91768 | 99 SNF | |||||
Carmel Mtn 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 Ctr | Glendale H'care 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 H'care Assoc 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 Comm'ty | Greenfields Assisted Livg 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 Assoc LLC | (619) 463-0294 | (619) 461-1064 | 8351 Broadway Lemon Grove, CA 91945 | 158 SNF | |||||
Mission Care & Rehabilitation Center | Ramon Healthcre Assoc, Inc. | (626) 607-2400 | (626) 607-2490 | 4800 Delta Avenue Rosemead, CA 91770 | 59 SNF | |||||
Mt. Ogden Health and Rehabilitat'n Ctr | Washington H'ts Healthcare, Inc. | (801) 479-5700 | (801) 476-8913 | 375 East 5350 South Washington Terr., UT 84405 | 108 SNF | |||||
North Mountain Medical & Rehab Ctr | Radiant Hills Health Assoc 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 Ctr | 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 & Reh Ctr | 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 Ctr | 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 H'care 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 & Rehabilit'n Ctr | 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 Comty Care, Inc. | (909) 985-1903 | (909) 949-4975 | 1221 East Arrow Hwy Upland, CA ###-###-#### | 206 SNF | |||||
The Village Care Center | McAllen Comm'ty 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 Assoc 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 Ctr | 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 July 2006 | % Ownership | |||||
Count | |||||||
| 1 | Roy Christensen | 3,910,000 | 22.12 | % | |||
| 2 | Christopher R. Christensen and Terri M. Christensen as Co-Trustees of the Christensen Family Trust dated 10/24/05 | 3,893,000 | 22.02 | % | |||
| 3 | Gregory K. Stapley & Deborah S. Stapley as Co-trustees of the Stapley Family Trust uad 04/25/06 | 1,180,000 | 6.68 | % | |||
| 4 | Jay Brady | 720,000 | 4.07 | % | |||
| 5 | Richard Toolson | 600,000 | 3.39 | % | |||
| 6 | Alan Norman | 309,000 | 1.75 | % | |||
| 7 | Blalack Trust | 292,000 | 1.65 | % | |||
| 8 | Gordon Buechs | 120,400 | 0.68 | % | |||
| 9 | Thomas Maloof | 120,000 | 0.68 | % | |||
| 11 | Cory Monette | 76,000 | 0.43 | % | |||
| 12 | David Sedgwick | 45,500 | 0.26 | % | |||
| 13 | Mike Dalton | 45,500 | 0.26 | % | |||
| 14 | Antoinette Hubenette | 30,000 | 0.17 | % | |||
| 15 | John Albrechtsen | 24,500 | 0.14 | % | |||
| 16 | Barry Port | 9,500 | 0.05 | % | |||
| 17 | Other | 2,315,200 | 13.10 | % | |||
Common shares issued | 13,690,600 | ||||||
Common shares reserved for issuance under 2001 Incentive Plan | 495,000 | 2.80 | % | ||||
Common shares reserved for issuance under 2005 Incentive Plan | 749,000 | 4.24 | % | ||||
Preferred shares (Common Share equivalent) | 2,741,180 | 15.51 | % | ||||
| Total Shares Outstanding | 17,675,780 | 100.00 | % | ||||
