Exhibit 10.16  


THIS
DOCUMENT PREPARED

UNDER THE ASSISTANCE OF AN

ATTORNEY LICENSED IN THE

STATE OF [NAME OF STATE] AND AFTER 


RECORDING
RETURN TO:

Jami L. Brodey, Esq.

Goldberg, Kohn, Bell, Black,

Rosenbloom & Moritz, Ltd.

55 East Monroe Street

Suite 3700

Chicago, Illinois 60603 


SPACE ABOVE THIS LINE FOR RECORDER'S USE



	





Loan Nos. 07-0004261

07-0024261

07-0034261

07-0044261  


 FIRST AMENDMENT TO [TITLE OF DOCUMENT AMENDED]

([NAME OF FACILITY], County of [NAME OF COUNTY], State of [NAME OF STATE])  


        This FIRST AMENDMENT TO [TITLE OF DOCUMENT AMENDED] (this "Amendment") is made as of this
29th day of December, 2006, between [NAME OF GRANTOR], a Nevada limited liability company ("Grantor"), whose mailing address is
c/o Ensign Facility Services, Inc., 27101 Puerta Real, Suite 450, Mission Viejo, California 92691 and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity,
"GECC"), whose mailing address is 2 Bethesda Metro Center, Suite 600, Bethesda, Maryland 20814, as agent (GECC in its capacity as agent,
"Agent") for Lender (as defined below). 


RECITALS  


        A.    On
or about June 30, 2006, Grantor, certain Affiliates of Grantor (the "Existing Borrowers"), GECC and Agent
entered into a certain Second Amended and Restated Loan Agreement, pursuant to which the lenders thereunder agreed to make a loan (as amended, the "Existing
Loan") to the Existing Borrowers. The Existing Loan is secured by, among other things, that certain [TITLE OF DOCUMENT AMENDED] dated as of
[DATE OF DOCUMENT AMENDED], 2006 made by Grantor for the benefit of Agent and recorded on [DATE OF RECORDING], 2006 in the Official Records of
[PLACE OF RECORD] (as amended, the "Deed of Trust"). The Deed of Trust encumbers certain property more particularly defined
therein including the parcel of land which is legally described in Exhibit A attached hereto. 



        B.    Concurrently
herewith, Lender has agreed, subject to the terms and conditions of that certain Third Amended and Restated Loan Agreement dated of even date herewith (said
Third Amended and Restated Loan Agreement, as amended from time to time being hereinafter referred to as the "Amended Loan Agreement"), executed by and
among Grantor, certain Affiliates of Grantor (together with Grantor, the "Borrower Parties"), GECC and the other financial institutions who are or
hereafter become parties to the Amended Loan Agreement (together with GECC, collectively or individually, as the context may require, as "Lender") and
Agent, to amend and restate the terms of the Existing Loan and to make additional advances (the Existing Loan, as amended and restated, together with the additional advances to be made pursuant to the
Amended Loan Agreement are collectively referred to herein as the "Amended Loan") to Borrower Parties. The Amended Loan is evidenced by that certain 










Consolidated,
Amended and Restated Promissory Note of even date herewith in the original principal amount of Sixty Four Million Six Hundred Ninety Two Thousand One Hundred Eleven and 67/100ths Dollars
($64,692,111.67) (together with all notes issued in full or partial replacements thereof, or in substitution or exchange therefor, and all amendments thereto, are hereinafter collectively referred to
as the "Note"). The terms and provisions of the Amended Loan Agreement and the Note are hereby incorporated by reference in this Amendment. 


        C.    Agent
and Grantor wish to amend certain terms of the Deed of Trust to reflect to the terms of the Amended Loan Agreement and the Amended Loan. 


AGREEMENTS  


        Grantor and Agent agree as follows: 



        1.     Unless
otherwise defined herein or in the Deed of Trust, all capitalized terms used in this Amendment and in the Deed of Trust shall have the meanings ascribed to them in
the Amended Loan Agreement. 


        2.     Any
reference in the Deed of Trust to the "Loan", the "Loan Agreement" and the "Note" (or "Notes") shall mean, respectively, the Amended Loan, the Amended Loan Agreement
and Note, as each term is defined herein. 


        3.     Any
reference in the Deed of Trust to the Guaranty or the Environmental Indemnity Agreement shall mean, respectively, the Guaranty and the Environmental Indemnity
Agreement as defined in the Amended Loan Agreement and any reference in the Deed of Trust to any "Loan Document" or the "Loan Documents" shall be references to such Loan Document or the Loan Documents
as defined in the Amended Loan Agreement and amended to date. 


        4.     Any
reference in the Deed of Trust to the "Default Rate" shall mean the Default Rate as defined in the Amended Loan Agreement. 


        5.     This
Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois, except that the provisions of the laws of the State of
[CHOICE OF LAW STATE] shall be applicable to the creation, perfection and enforcement of the lien created by the Deed of Trust and this Amendment. 



        6.     The
Deed of Trust shall remain in full force and effect in accordance with its terms as amended by this Amendment. Grantor hereby remakes, reaffirms and ratifies as of
the date hereof, all of its representations, warranties, agreements, obligations and undertakings under the Deed of Trust. 


        7.     This
Amendment may be executed in one or more counterparts, which, taken together, shall constitute one and the same instrument. 


[SIGNATURES ON THE FOLLOWING PAGE]










        IN WITNESS WHEREOF, Grantor and Agent have executed this Amendment or have caused the same to be executed by its duly authorized representatives as of the date first above written. 



	 	 	GRANTOR:
	

 	
 	

[NAME OF GRANTOR],

a Nevada limited liability company
	

 	
 	

By:	
 	

The Ensign Group, Inc., a Delaware

corporation, its [MEMBER

STATUS] member
	

 	
 	

 	
 	

By:	

/s/  [SIGNATORY]      

	 	 	 	 	Name: [SIGNATORY]

Its: [TITLE]
	

 	
 	

AGENT:
	

 	
 	

GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware corporation
	

 	
 	

By:	
 	

/s/  JIM MCMAHON      

	 	 	Name: Jim McMahon

Its: Vice President & Duly Authorized Signatory




(Signature
Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE])) 







ACKNOWLEDGMENT  



STATE
OF California 


COUNTY
OF Orange 


        On
this 22 day of December, 2006, before me, the undersigned officer, personally appeared [SIGNATORY], personally known to me, or proved to me on the basis of
satisfactory evidence, and who acknowledged that he is the [TITLE] of The Ensign Group, Inc., a Delaware corporation, the [MEMBER STATUS] member
of [NAME OF GRANTOR], a Nevada limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board
of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such
officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company. 


        IN
WITNESS WHEREOF, I hereunto set my hand and official seal. 



	[NOTARIAL SEAL]	 	/s/  YOLANDA VILLEGAS STAFF      
 Notary Public
	YOLANDA VILLEGAS STAFF	 	 
	Commission # 1562875	 	 
	Notary Public—California	 	My Commission Expires:
	San Mateo County	 	 
	My Comm. Expires May 27, 2009	 	May 27, 2009




(Acknowledgment
Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE])) 







ACKNOWLEDGMENT 


STATE
OF IL 


COUNTY
Cook 


        On
this 27 day of December, 2006, before me, the undersigned officer, personally appeared Jim McMahon, personally known to me, or proved to me on this basis of satisfactory evidence, and
who acknowledged that he is the VP of GENERAL ELECTRIC CAPITAL CORPORATION, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of
directors, executed., subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer,
as his free and voluntary act and deed and the free and voluntary act and deed of the company. 


        IN
WITNESS WHEREOF, I hereunto set my hand and official seal. 



	[NOTARIAL SEAL]	 	/s/  CATHERINE M CARELLA      
 Notary Public
	OFFICIAL SEAL	 	 
	CATHERINE M CARELLA	 	 
	Notary Public—State of Illinois	 	My Commission Expires:
	My Commission Expires Jun 15, 2009	 	 
	 	 	June 15, 2009




(Acknowledgment
Page to 1st Amendment to [TITLE OF DOCUMENT AMENDED] ([NAME OF FACILITY], [NAME OF STATE])) 







SCHEDULE OF MATERIAL DIFFERENCES  



	NAME OF FACILITY
 
	 	NAME OF

STATE
	 	TITLE OF DOCUMENT AMENDED
	 	NAME OF

COUNTY
	 	NAME OF GRANTOR
	 	DATE OF

DOCUMENT

AMENDED

	

Desert Terrace Nursing Center	
 	

Arizona	
 	

AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Maricopa	
 	

TERRACE HOLDINGS AZ LLC	
 	

June 30
	

Desert Sky Nursing Home	
 	

Arizona	
 	

AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Maricopa	
 	

SKY HOLDINGS AZ LLC	
 	

June 30
	

Highland Manor Health and Rehabilitation Center	
 	

Arizona	
 	

AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Maricopa	
 	

ENSIGN HIGHLAND LLC	
 	

June 30
	

North Mountain Medical and Rehabilitation Center	
 	

Arizona	
 	

AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Maricopa	
 	

VALLEY HEALTH HOLDINGS LLC	
 	

June 30
	

Catalina Care and Rehabilitation Center	
 	

Arizona	
 	

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Pima	
 	

RILLITO HOLDINGS LLC	
 	

June 30
	

Park Manor	
 	

Washington	
 	

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Walla Walla	
 	

PLAZA HEALTH HOLDINGS LLC	
 	

June 30
	

Park View Gardens at Montgomery	
 	

California	
 	

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Sonoma	
 	

MOUNTAINVIEW COMMUNITYCARE LLC	
 	

October 16
	

Sabino Canyon Rehabilitation and Care Center	
 	

Arizona	
 	

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT	
 	

Pima	
 	

MEADOWBROOK HEALTH ASSOCIATES LLC	
 	

October 16











	NAME OF FACILITY
 
	 	DATE OF

RECORDING
	 	PLACE OF RECORD
	 	CHOICE

OF LAW

STATE
	 	MEMBER

STATUS
	 	SIGNATORY
	 	TITLE

	

Desert Terrace Nursing Center	
 	

July 3	
 	

the Maricopa County Recorder as Document No. 20060892456	
 	

Arizona	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President
	

Desert Sky Nursing Home	
 	

July 3	
 	

the Maricopa County Recorder as Document No. 20060892458	
 	

Arizona	
 	

sole	
 	

Alan Norman	
 	

CFO
	

Highland Manor Health and Rehabilitation Center	
 	

July 3	
 	

the Maricopa County Recorder as Document No. 20060892460	
 	

Arizona	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President
	

North Mountain Medical and Rehabilitation Center	
 	

July 3	
 	

the Maricopa County Recorder as Document No. 20060892453	
 	

Arizona	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President
	

Catalina Care and Rehabilitation Center	
 	

June 30	
 	

the Pima County Recorder in Docket No. 12837, Page 4612	
 	

Arizona	
 	

managing	
 	

Gregory K. Stapley	
 	

Vice President
	

Park Manor	
 	

August 19	
 	

the Walla Walla County Recorder as Document 2006-09502	
 	

Arizona	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President
	

Park View Gardens at Montgomery	
 	

October 18	
 	

Sonoma County as Document No. 2006128240	
 	

California	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President
	

Sabino Canyon Rehabilitation and Care Center	
 	

October 17	
 	

the Pima County Recorder as Docket No. 12911, Page No. 421 and re-recorded on December 5, 2006 in the official Records of the Pima County Recorder as Document No. 12944, and Page No. 421	
 	

Arizona	
 	

sole	
 	

Gregory K. Stapley	
 	

Vice President