Filed by Bowne Pure Compliance





Exhibit 10.2




SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE




THIS SECURITY IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT
THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO THE BORROWERS, (2) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.



	 	 	 
	February 4, 2009
	 	$50,000,000.00






FOR VALUE RECEIVED, the undersigned (“each a “Borrower” and collectively the “Borrowers”)
HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION
(“Lender”), a Delaware corporation, at its address at 2 Bethesda Metro Center, Suite 600, Bethesda,
Maryland 20814, or at such other place as Lender may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds, the amount of
FIFTY MILLION DOLLARS AND NO CENTS ($50,000,000.00) or, if less, the aggregate unpaid amount of all
Revolving Credit Loans made to the undersigned under the Loan Agreement (as hereinafter defined).
Each Borrower further jointly and severally promises to pay interest on the outstanding unpaid
principal amount hereof from the date hereof until payment in full at the rate or rates from time
to time applicable to the Revolving Credit Loans as determined in accordance with the Loan
Agreement. All capitalized terms used but not otherwise defined herein have the meanings given to
them in the Loan Agreement.



This Second Amended and Restated Revolving Credit Note (“Note”) is one of the Notes issued
pursuant to that certain Second Amended and Restated Loan and Security Agreement dated as of
February 21, 2008, by and among Borrowers, The Ensign Group, Inc., the other Persons signatory
thereto and Lender (including all annexes, exhibits and schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified, the “Loan Agreement”), and is entitled to
the benefit and security of the Loan Agreement and all of the other Loan Documents referred to
therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and
conditions under which the Loan evidenced hereby is made and is to be repaid.



The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and
on the dates specified in the Loan Agreement, the terms of which are hereby incorporated herein by
reference. Interest thereon shall be paid until such principal amount is paid in full at such
interest rates and at such times, and pursuant to such calculations, as are specified in the Loan
Agreement. If any payment on this Note becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable rate during such
extension.



Upon and after the occurrence of any Event of Default, the entire principal amount of this
Note, together with all accrued interest thereon, may, as provided in the Loan Agreement, and
without demand, notice or legal process of any kind, be declared, and immediately shall become, due
and payable.



Time is of the essence of this Note. Demand, presentment, protest and notice of nonpayment
and protest are hereby waived by Borrowers. Each Borrower further agrees, subject only to any
limitation imposed by applicable law, to pay all expenses, including attorneys’ fees and legal
expenses, incurred by Lender in endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.


 


 









 





THIS NOTE AMENDS, RESTATES, AND REPLACES IN ITS ENTIRETY THAT CERTAIN AMENDED AND RESTATED
REVOLVING CREDIT NOTE, DATED AS OF FEBRUARY 21, 2008, BY AND AMONG CERTAIN BORROWERS, THE OTHER
PARTIES SIGNATORY THERETO AND LENDER, AS OF THE DATE HEREOF. AS SUCH, THIS NOTE CONTINUES TO
EVIDENCE SUCH INDEBTEDNESS AND SHALL NOT CONSTITUTE OR EVIDENCE PAYMENT FOR OR A NOVATION OF SUCH
INDEBTEDNESS.



THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK. Whenever possible each provision of this Note shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provisions of this Note shall be
prohibited by or invalid under applicable law, such provisions shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. Whenever in this Note reference is made to Lender or Borrowers,
such reference shall be deemed to include, as applicable, a reference to their respective permitted
successors and assigns, and in the case of Lender, any financial institution to which it has sold
or assigned all or any part of its interest in the Loan or in its commitment to make Revolving
Credit Loans as permitted by the Loan Agreement. The provisions of this Note shall be binding upon
and inure to the benefit of such successors and assigns, except that no Borrower may assign its
rights or obligations. Each Borrower’s successors and assigns shall include, without limitation, a
receiver, trustee or debtor in possession of or for such Borrower.



[Remainder of Page Intentionally Left Blank; Signature Page Follows]





 


-2-









 







IN WITNESS WHEREOF, the undersigned have executed this Second Amended and Restated Revolving
Credit Note as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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]





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AMENDED & RESTATED REVOLVING CREDIT NOTE

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]






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	 	 	 	 	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]






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AMENDED & RESTATED REVOLVING CREDIT NOTE
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	 	 	 	 	BAYSHORE HEALTHCARE, INC.	 	 
	 	 	 	 	HUENEME HEALTHCARE, INC.	 	 
	 	 	 	 	PINEY LUFKIN HEALTHCARE, INC.	 	 
	 	 	 	 	each, a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST/WITNESS:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Soon Burnam	 	By:	 	Beverly Wittekind	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Soon Burnam
	 	 	 	Name:
	 	Beverly Wittekind	 	 
	 

	 	 	 	 	 	Title:
	 	Secretary