Exhibit 10.21  


 $20,000,000.00  


AMENDMENT NO. 3 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 June 22, 2007 







AMENDMENT NO. 3 TO AMENDED AND

RESTATED LOAN AND SECURITY AGREEMENT  


        THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment") is made as of this 22nd day of June 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 August 1, 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/  MATTHEW SAWYER      

	 	 	 	 	Name:	 	Matthew Sawyer
	 	 	 	 	Title:	 	Duly Authorized Signatory











	 	 	 	 	BORROWER:
	

ATTEST/WITNESS:	
 	
THE ENSIGN GROUP, INC.

a Delaware corporation
	

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.
	ATTEST/WITNESS:	 	each, a Nevada corporation
	

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.
	ATTEST/WITNESS:	 	each, a Nevada corporation
	

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