Exhibit 10.1


 


$20,000,000.00


 


AMENDMENT
NO. 6 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 November
19, 2007


 

















 


AMENDMENT NO. 6 TO AMENDED AND


RESTATED LOAN AND SECURITY
AGREEMENT


 


THIS AMENDMENT NO. 6 TO AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”)
is made as of this 19th day of November 2007 (the “Effective Date”),
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 December
21, 2007, unless terminated as provided in this Section 2.8 (the “Term”).”


 


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 upon 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.


 

















 


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

  



 

















 


	
  BORROWER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST/WITNESS:

  	
   

  	
  THE ENSIGN GROUP, INC.

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Alan J. Norman

  	
   

  	
  By:

  	
   /s/ Gregory K. Stapley

  	
   

  
	
   

  	
  Alan J. Norman

  	
   

  	
  Gregory K. Stapley

  
	
   

  	
  Vice President

  	
   

  	
  Vice 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/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  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/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  Secretary

  
									



 

















 


	
   

  	
  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/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC.

  
	
   

  	
   

  	
  ROSE PARK HEALTHCARE ASSOCIATES, INC.

  
	
  ATTEST/WITNESS:

  	
   

  	
  each, a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTHERN OAKS HEALTHCARE, INC.

  
	
   

  	
   

  	
  SALADO CREEK
  SENIOR CARE, INC.

  
	
   

  	
   

  	
  MCALLEN
  COMMUNITY HEALTHCARE, INC.

  
	
   

  	
   

  	
  WELLINGTON HEALTHCARE, INC.

  
	
  ATTEST/WITNESS:

  	
   

  	
  each, a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Daniel
  H Walker

  	
   

  	
  By:

  	
  /s/  Beverly
  Wittekind

  	
   

  
	
   

  	
  Daniel H Walker

  	
   

  	
  Beverly Wittekind

  
	
   

  	
   

  	
   

  	
  Secretary

  
								



 

















 


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