Filed by Bowne Pure Compliance





Exhibit 10.1




AMENDMENT NO. 1 AND JOINDER AGREEMENT TO SECOND AMENDED AND 

RESTATED LOAN AND SECURITY AGREEMENT




originally dated as of February 21, 2008 by and among



ENSIGN SAN DIMAS LLC, a Nevada limited liability company, AVENUES HEALTHCARE, INC., a Nevada
corporation, CITY HEIGHTS HEALTH ASSOCIATES LLC, a Nevada limited liability company, ATLANTIC
MEMORIAL HEALTHCARE ASSOCIATES, INC., a Nevada corporation, DOWNEY COMMUNITY CARE LLC, a Nevada
limited liability company, REDBROOK HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company,
CAMARILLO COMMUNITY CARE, INC., a Nevada corporation, RICHMOND SENIOR SERVICES, INC., a Nevada
corporation, CARROLLTON HEIGHTS HEALTHCARE, INC., a Nevada corporation, CLAREMONT FOOTHILLS HEALTH
ASSOCIATES LLC, a Nevada limited liability company, BERNARDO HEIGHTS HEALTHCARE, INC., a Nevada
corporation, PRESIDIO HEALTH ASSOCIATES LLC, a Nevada limited liability company, ENSIGN CLOVERDALE
LLC, a Nevada limited liability company, NORTH MOUNTAIN HEALTHCARE LLC, a Nevada limited liability
company, GLENDALE HEALTHCARE ASSOCIATES LLC, a Nevada limited
liability company,
24TH
STREET HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company, SOUTH VALLEY HEALTHCARE,
INC., a Nevada corporation, SUNLAND HEALTH ASSOCIATES LLC, a Nevada limited liability company,
LYNNWOOD HEALTH SERVICES, INC., a Nevada corporation, C STREET HEALTH ASSOCIATES LLC, a Nevada
limited liability company, HIGHLAND HEALTHCARE LLC, a Nevada limited liability company, OLYMPUS
HEALTH, INC., a Nevada corporation, GRAND VILLA PHX, INC., a Nevada corporation, LEMON GROVE HEALTH
ASSOCIATES LLC, a Nevada limited liability company, RAMON HEALTHCARE ASSOC, INC., a Nevada
corporation, WASHINGTON HEIGHTS HEALTHCARE, INC., a Nevada corporation, RADIANT HILLS HEALTH
ASSOCIATES LLC, a Nevada limited liability company, NORTHERN OAKS HEALTHCARE, INC., a Nevada
corporation, ENSIGN WILLITS LLC, a Nevada limited liability company, RENEWCARE OF SCOTTSDALE, INC.,
a Nevada corporation, HOQUIAM HEALTHCARE, INC., a Nevada corporation, GATE THREE HEALTHCARE LLC, a
Nevada limited liability company, WEST ESCONDIDO HEALTHCARE LLC, a Nevada limited liability
company, ENSIGN PANORAMA LLC, a Nevada limited liability company, MANOR PARK HEALTHCARE LLC, a
Nevada limited liability company, ENSIGN MONTGOMERY LLC, a Nevada limited liability company,
POCATELLO HEALTH SERVICES, INC., a Nevada corporation, ENSIGN PALM I LLC, a Nevada limited
liability company, BELL VILLA CARE ASSOCIATES LLC, a Nevada limited liability company, ENSIGN
WHITTIER WEST LLC, a Nevada limited liability company, ENSIGN SABINO LLC, a Nevada limited
liability company, SALADO CREEK SENIOR CARE, INC., a Nevada corporation, HB HEALTHCARE ASSOCIATES
LLC, a Nevada limited liability company, ROSE PARK HEALTHCARE ASSOCIATES, INC., a Nevada
corporation, ENSIGN SONOMA LLC, a Nevada limited liability company, SOUTHLAND MANAGEMENT LLC, a
Nevada limited liability company, ENSIGN SANTA ROSA LLC, a Nevada limited liability company,
LIVINGSTON CARE ASSOCIATES, INC., a Nevada corporation, ENSIGN PLEASANTON LLC, a Nevada limited
liability company, UPLAND COMMUNITY CARE, INC., a Nevada corporation, MCALLEN COMMUNITY HEALTHCARE,
INC., a Nevada corporation, VICTORIA VENTURA HEALTHCARE LLC, a Nevada limited liability company,
COSTA VICTORIA HEALTHCARE LLC, a Nevada limited liability company, VISTA WOODS HEALTH ASSOCIATES
LLC, a Nevada limited liability company, PARK WAVERLY HEALTHCARE LLC, a Nevada limited liability
company, WELLINGTON HEALTHCARE, INC., a Nevada corporation, ENSIGN WHITTIER EAST LLC, a Nevada
limited liability company, and TOWN EAST HEALTHCARE, INC., a Nevada corporation, (each a
“Borrower” and collectively the “Borrowers”
),

THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”),




i.




and




GENERAL ELECTRIC CAPITAL CORPORATION

(“Lender”)




Amended as of February 4, 2009



 


 









 





AMENDMENT NO. 1 AND JOINDER AGREEMENT TO SECOND AMENDED AND

RESTATED LOAN AND SECURITY AGREEMENT




THIS AMENDMENT NO. 1 AND JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “Amendment”) is made as of this 4th day of February, 2009 (the
“Effective Date”), by and among ENSIGN SAN DIMAS LLC, a Nevada limited liability company,
AVENUES HEALTHCARE, INC., a Nevada corporation, CITY HEIGHTS HEALTH ASSOCIATES LLC, a Nevada
limited liability company, ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC., a Nevada corporation,
DOWNEY COMMUNITY CARE LLC, a Nevada limited liability company, REDBROOK HEALTHCARE ASSOCIATES LLC,
a Nevada limited liability company, CAMARILLO COMMUNITY CARE, INC., a Nevada corporation, RICHMOND
SENIOR SERVICES, INC., a Nevada corporation, CARROLLTON HEIGHTS HEALTHCARE, INC., a Nevada
corporation, CLAREMONT FOOTHILLS HEALTH ASSOCIATES LLC, a Nevada limited liability company,
BERNARDO HEIGHTS HEALTHCARE, INC., a Nevada corporation, PRESIDIO HEALTH ASSOCIATES LLC, a Nevada
limited liability company, ENSIGN CLOVERDALE LLC, a Nevada limited liability company, NORTH
MOUNTAIN HEALTHCARE LLC, a Nevada limited liability company, GLENDALE HEALTHCARE ASSOCIATES LLC, a
Nevada limited liability company, 24TH STREET HEALTHCARE ASSOCIATES LLC, a Nevada
limited liability company, SOUTH VALLEY HEALTHCARE, INC., a Nevada corporation, SUNLAND HEALTH
ASSOCIATES LLC, a Nevada limited liability company, LYNNWOOD HEALTH SERVICES, INC., a Nevada
corporation, C STREET HEALTH ASSOCIATES LLC, a Nevada limited liability company, HIGHLAND
HEALTHCARE LLC, a Nevada limited liability company, OLYMPUS HEALTH, INC., a Nevada corporation,
GRAND VILLA PHX, INC., a Nevada corporation, LEMON GROVE HEALTH ASSOCIATES LLC, a Nevada limited
liability company, RAMON HEALTHCARE ASSOC, INC., a Nevada corporation, WASHINGTON HEIGHTS
HEALTHCARE, INC., a Nevada corporation, RADIANT HILLS HEALTH ASSOCIATES LLC, a Nevada limited
liability company, NORTHERN OAKS HEALTHCARE, INC., a Nevada corporation, ENSIGN WILLITS LLC, a
Nevada limited liability company, RENEWCARE OF SCOTTSDALE, INC., a Nevada corporation, HOQUIAM
HEALTHCARE, INC., a Nevada corporation, GATE THREE HEALTHCARE LLC, a Nevada limited liability
company, WEST ESCONDIDO HEALTHCARE LLC, a Nevada limited liability company, ENSIGN PANORAMA LLC, a
Nevada limited liability company, MANOR PARK HEALTHCARE LLC, a Nevada limited liability company,
ENSIGN MONTGOMERY LLC, a Nevada limited liability company, POCATELLO HEALTH SERVICES, INC., a
Nevada corporation, ENSIGN PALM I LLC, a Nevada limited liability company, BELL VILLA CARE
ASSOCIATES LLC, a Nevada limited liability company, ENSIGN WHITTIER WEST LLC, a Nevada limited
liability company, ENSIGN SABINO LLC, a Nevada limited liability company, SALADO CREEK SENIOR CARE,
INC., a Nevada corporation, HB HEALTHCARE ASSOCIATES LLC, a Nevada limited liability company, ROSE
PARK HEALTHCARE ASSOCIATES, INC., a Nevada corporation, ENSIGN SONOMA LLC, a Nevada limited
liability company, SOUTHLAND MANAGEMENT LLC, a Nevada limited liability company, ENSIGN SANTA ROSA
LLC, a Nevada limited liability company, LIVINGSTON CARE ASSOCIATES, INC., a Nevada corporation,
ENSIGN PLEASANTON LLC, a Nevada limited liability company, UPLAND COMMUNITY CARE, INC., a Nevada
corporation, MCALLEN COMMUNITY HEALTHCARE, INC., a Nevada corporation, VICTORIA VENTURA HEALTHCARE
LLC, a Nevada limited liability company, COSTA VICTORIA HEALTHCARE LLC, a Nevada limited liability
company, VISTA WOODS HEALTH ASSOCIATES LLC, a Nevada limited liability company, PARK WAVERLY
HEALTHCARE LLC, a Nevada limited liability company, WELLINGTON HEALTHCARE, INC., a Nevada
corporation, ENSIGN WHITTIER EAST LLC, a Nevada limited liability company, and TOWN EAST
HEALTHCARE, INC., a Nevada corporation, (each a “Borrower” and collectively the
“Borrowers”), THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”), (each a
“Borrower” and collectively the “Borrowers”), HUENEME HEALTHCARE, INC., a Nevada
corporation, PINEY LUFKIN HEALTHCARE, INC., a Nevada corporation and BAYSHORE HEALTHCARE, INC., a
Nevada corporation (each, a “New Operating Company” and collectively the “New Operating
Companies”) and GENERAL ELECTRIC CAPITAL CORPORATION, as Lender.


 


 









 





RECITALS




A. Pursuant to that certain Second Amended and Restated Loan and Security Agreement dated as
of February 21, 2008 by and between Borrowers, Ensign, the other parties thereto 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 and to add as new Borrower certain New Operating Companies that are
party to this Amendment.



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. Amendments to Loan Agreement.



(a) Section 1.1 of the Loan Agreement is hereby amended by inserting in proper alphabetical
order the following new definitions:




““Borrower” means any Closing Date Borrower, any New Operating Company that
has executed a Joinder Agreement or any New Operating Company that is party to the
First Amendment.”




““First Amendment” means that certain Amendment No. 1 and Joinder Agreement
to this Agreement dated as of February 4, 2009 by and among Borrowers, certain other
parties thereto and Lender.”




““First Amendment Effective Date” means February 4, 2009.”




““Restricted Collateral Reserve” means that certain Reserve in the initial
amount of $6,000,000 established by Lender in its reasonable credit judgment
pursuant to the First Amendment and in accordance with Section 2.1(e), which may be
reduced by Lender in its reasonable credit judgment from time to time upon receipt
of additional information with respect to developments in the investigation by the
United States Attorney for the Central District of California described on
Schedules 4.5 and 4.13 to this Agreement.”



(b) Section 2.1(d) of the Loan Agreement is hereby amended by deleting the first sentence of
Section 2.1(d) and by inserting in lieu thereof the following:




“Subject to the terms and conditions of this Agreement, advances under the Loan
shall be made against a borrowing base equal to (a) eighty-five percent (85%) of
Qualified Accounts due and owing from any Medicaid/Medicare, Insurer or other
Account Debtor minus (b) for all periods from and after the First Amendment
Effective Date through the earlier of (i) the date of which Lender has received
evidence in form and substance satisfactory to Lender of a resolution satisfactory
to Lender of the investigation by the United States Attorney for the Central
District of California described on Schedules 4.5 and 4.13 to this
Agreement and (ii) the date on which Lender sends notice to Borrowers of elimination
of the Restricted Collateral Reserve in its entirety, the Restricted Collateral
Reserve applicable at such time (the “Borrowing Base”).”



2. Joinder. The New Operating Companies hereby join the Loan Agreement (as amended by
this Amendment) each as a Borrower thereunder and agree to be bound by all of the terms thereof,
and shall be as if New Operating Company were an original signatory thereto. The New Operating
Companies hereby assume all of the obligations of a Borrower under the Loan Agreement and this
Amendment and ratify and affirm as of the date hereof each and every term, representation,
warranty, covenant and condition set forth in the Loan Agreement and this Amendment and agree to be
bound by all of the terms, provisions and conditions contained in the Loan Agreement
and this Amendment applicable to a Borrower. Each reference to a “Borrower” in the Loan
Agreement or any other Loan Document shall be deemed to include the New Operating Companies
signatory hereto.


 


 









 





3. Confirmation. Each of the undersigned Closing Date Borrowers and Guarantors hereby
acknowledges, consents and agrees to the terms of the foregoing joinder of the New Operating
Companies to the Loan Agreement and this Amendment set forth in Section 2 of this Amendment and
agrees and confirms that its obligations under each Loan Document to which it is a party (including
without limitation the provisions of any Guaranty Agreement in the case of each Guarantor) will
continue in full force and effect after giving effect to such joinder, and nothing in such joinder
or this Amendment shall be deemed to constitute a novation or an accord and satisfaction of any of
the Obligations or to modify, affect or impair the perfection or continuity of Lender’s security
interests in, security titles to or other liens on any Collateral.



4. Confirmation of Representations and Warranties. Each 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, and as otherwise permitted pursuant to the Loan
Agreement.



5. Effective Date. This Amendment shall be effective upon Lender’s receipt of, in
each case in form and substance satisfactory to Lender:



(a) this Amendment executed by a duly authorized member and/or officer of each Closing Date
Borrower, each New Operating Company and each Guarantor;



(b) updated Schedules to the Loan Agreement with respect to the New Operating Companies.
Each 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;



(c) all searches and good standing certificates required by Lender for the New Operating
Companies, if any;



(d) copies of all resolutions of each New Operating Company’s board of directors and other
action taken by each New Operating Company to authorize the execution, delivery and performance
of the Loan Documents, as well as the names and signatures of the officers of each New Operating
Company authorized to execute documents on its behalf in connection with the Loan, all as also
certified as of the date of this Amendment by such New Operating Company’s officer, or
equivalent, and such other papers as Lender may require;



(e) copies, certified as true, correct and complete by a corporate officer of each New
Operating Company, of the certificate of incorporation of each New Operating Company, with any
amendments to any of the foregoing, and all other documents necessary for performance of the
obligations of the New Operating Companies under this Amendment and the other Loan Documents;



(f) Lender shall have completed its legal due diligence review of the New Operating
Companies;



(g) evidence that the Lockboxes, Lockbox Accounts and the Concentration Account have been
established for each New Operating Company and Lockbox Agreements (or amendments to existing
Lockbox Agreements, to the extent applicable) entered into with the Lockbox Bank;




(h) evidence of updated or appropriate insurance for the New Operating Companies;



(i) landlord waivers in each case in form and substance satisfactory to Lender in its
commercially reasonable discretion from each New Operating Company’s landlord or sublandlord, as
the case may be, with respect to each of the facilities identified on Schedule 4.15
attached to this Amendment; and



(j) Lender shall have received an opinion from legal counsel to the New Operating
Companies, in form and substance, as required by Lender in its sole discretion.


 


 









 





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. 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.




8. 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.



9. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to any otherwise applicable principles of
conflicts of laws.



10. 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.



11. 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/ Jeffrey P. Hoffman
 	 
	 	 	Name:  	Jeffrey P. Hoffman 	 
	 	 	Title:  	Duly Authorized Signatory 	 



AMENDMENT
NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE





 


 









 






CLOSING DATE BORROWERS:




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	 	 	 	By:	 	/s/ Beverly Wittekind	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 

Name: Beverly Wittekind
	 	 
	 
	 	Treasurer	 	 	 	 	 	Title: 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




	 	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	Northern Pioneer Healthcare, Inc.	 	 
	 

	 	 	 	 	 	 	 	Its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Soon Burnam	 	 	 	By:	 	/s/ Cory E. Monette	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 

Name: Cory E. Monette
	 	 
	 

	 	Treasurer
	 	 	 	 	 	Title: President	 	 






[SIGNATURES CONTINUE ON FOLLOWING PAGES]




AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE



 


 









 





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	 	 	 	By:	 	/s/ John Albrechtsen	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 

Name: John Albrechtsen
	 	 
	 

	 	Treasurer
	 	 	 	 	 	Title: 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	 	 	 	By:	 	/s/ Michael C. Dalton	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 

Name: Michael C. Dalton
	 	 
	 

	 	Treasurer
	 	 	 	 	 	Title: President	 	 






[SIGNATURES CONTINUE ON FOLLOWING PAGE]




AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE





 


 









 






ATLANTIC MEMORIAL HEALTHCARE 

ASSOCIATES, INC.




AVENUES HEALTHCARE, INC.

BERNARDO HEIGHTS HEALTHCARE, INC.

CAMARILLO COMMUNITY CARE, INC.

CARROLLTON HEIGHTS HEALTHCARE, INC.

GRAND VILLA PHX, INC.

HOQUIAM HEALTHCARE, INC.

LIVINGSTON CARE ASSOCIATES, INC.

LYNNWOOD HEALTH SERVICES, INC.

MCALLEN COMMUNITY HEALTHCARE, INC.

NORTHERN OAKS HEALTHCARE, INC.

OLYMPUS HEALTH, INC.

POCATELLO HEALTH SERVICES, INC.

RAMON HEALTHCARE ASSOC, INC.

RENEWCARE OF SCOTTSDALE, INC.

RICHMOND SENIOR SERVICES, INC.

ROSE PARK HEALTHCARE ASSOCIATES, INC.

SALADO CREEK SENIOR CARE, INC.

SOUTH VALLEY HEALTHCARE, INC.

TOWN EAST HEALTHCARE, INC.

UPLAND COMMUNITY CARE, INC.

WASHINGTON HEIGHTS HEALTHCARE, INC.

WELLINGTON HEALTHCARE, INC.

each, a Nevada corporation




	 	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	 	 	 	 	 
	 
	By:
	 	/s/ Soon Burnam	 	 	 	By:	 	/s/ Beverly Wittekind	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 

Name: Beverly Wittekind
	 	 
	 

	 	 	 	 	 	 	 	Title: Secretary	 	 






[SIGNATURES CONTINUE ON FOLLOWING PAGE]




AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE



 


 









 





	 	 	 	 	 
	 	

NEW OPERATING COMPANIES: 



HUENEME HEALTHCARE, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Beverly Wittekind
 	 
	 	 	Name:  	Beverly Wittekind 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	 	
PINEY LUFKIN HEALTHCARE, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Beverly Wittekind
 	 
	 	 	Name:  	Beverly Wittekind 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	 	BAYSHORE HEALTHCARE, INC.,

a Nevada corporation

 	 
	 	By:  	
/s/ Beverly Wittekind
 	 
	 	 	Name:  	Beverly Wittekind 	 
	 	 	Title:  	Secretary 	 



[SIGNATURES CONTINUE ON FOLLOWING PAGE]




AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE




 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	THE ENSIGN GROUP, INC.,	 	 
	 

	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ Christopher R. Christensen	 	 
	 
	 	 	 	 	 	 	 	 

Name: Christopher R. Christensen
	 	 
	By:
	 	/s/ Gregory Stapley	 	 	 	 	 	Title: President	 	 
	 

	 	 

Gregory Stapley
	 	 	 	 	 	 	 	 
	 

	 	Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	THE FLAGSTONE GROUP, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ Beverly Wittekind	 	 
	 

	 	 	 	 	 	 	 	 

Name: Beverly Wittekind
	 	 
	By:
	 	/s/ Soon Burnam	 	 	 	 	 	Title: Secretary	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	BANDERA HEALTHCARE, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ Michael C. Dalton	 	 
	 

	 	 	 	 	 	 	 	 

Name: Michael C. Dalton
	 	 
	By:
	 	/s/ Soon Burnam	 	 	 	 	 	Title: President	 	 
	 

	 	 

Soon Burnam
	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	MILESTONE HEALTHCARE, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:

	 	 	 	By:	 	/s/ Beverly Wittekind	 	 
	 

	 	 	 	 	 	 	 	 

Name: Beverly Wittekind
	 	 
	By:

	 	/s/ Soon Burnam	 	 	 	 	 	Title: Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Soon Burnam	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 






[SIGNATURES CONTINUE ON FOLLOWING PAGE]




AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE



 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	KEYSTONE CARE, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ Barry Port	 	 
	 

	 	 	 	 	 	 	 	 

Name: Barry Port
	 	 
	By:

	 	/s/ Soon Burnam	 	 	 	 	 	Title: President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Soon Burnam	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NORTHERN PIONEER HEALTHCARE, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ Cory E. Monette	 	 
	 

	 	 	 	 	 	 	 	 

Name: Cory E. Monette
	 	 
	By:

	 	/s/ Soon Burnam	 	 	 	 	 	Title: President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Soon Burnam	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	TOUCHSTONE CARE, INC.,	 	 
	 

	 	 	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	By:	 	/s/ John Albrechtsen	 	 
	 

	 	 	 	 	 	 	 	 

Name: John Albrechtsen
	 	 
	By:

	 	/s/ Soon Burnam	 	 	 	 	 	Title: President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Soon Burnam	 	 	 	 	 	 	 	 
	 

	 	Treasurer	 	 	 	 	 	 	 	 






AMENDMENT NO. 1 & JOINDER AGREEMENT

SIGNATURE PAGE




 




 


 









 







LIST OF SCHEDULES




(NEW OPERATING COMPANIES)




	 	 	 	 	 
	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 Affiliate