Exhibit 10.43  


$20,000,000.00  


 AMENDMENT NO. 5 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 September 13, 2007 







 


AMENDMENT NO. 5 TO AMENDED AND

RESTATED LOAN AND SECURITY AGREEMENT  


        THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment") is made as of this 13th day of September, 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 


2







 



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 November 19, 2007,
unless terminated as provided in this Section 2.8 (the "Term")." 




        2.    Real Estate Loan Documents.    The parties acknowledge and agree
that (i) the terms of the financing made pursuant to the Real Estate Loan Documents (the "Fixed Asset Loan") have materially changed since
the Loan Agreement was executed and that the parties intended to exclude any requirement that the Fixed Asset Loan be prepaid upon termination or expiration of the Loan Agreement and
(ii) notwithstanding anything to the contrary in the Loan Agreement or related documents, Borrower shall in no event be required to prepay the Fixed Asset Loan or be deemed to be in default for
failure to prepay the Fixed Asset Loan upon termination or expiration of this Loan Agreement. 


        3.    Temporary Commitment Increase.    



        a.     The
Maximum Loan Amount shall be increased from $20,000,000 to $25,000,000 (the "Temporary Maximum Loan Amount") on
a temporary basis from the Effective Date until the date that is sixty (60) days from the Effective Date (the "Temporary Maximum Loan Amount
Increase"). The temporary increase in the Maximum Loan Amount shall be evidenced by that certain promissory note attached as  Exhibit A hereto (the "Overline Note"). 



        b.     During
the term of the Temporary Maximum Loan Amount Increase, Clause (b) of Section 1.45 of the Loan Agreement shall be temporarily amended and restated in
its entirety as follows; provided that after the term of the Temporary Maximum Loan Amount Increase, Clause (b) of Section 1.45 of the
Loan Agreement shall be amended and restated in its entirety to the language in effect prior to giving effect to this Amendment: 



        "(b) the
Account remains unpaid more than one hundred fifty (150) days past the claim or invoice date (but in no event more than one hundred five
(165) days after the applicable Medical Services have been rendered);" 




        4.    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. 


        5.    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; provided that Borrower, as a condition to the
effectiveness of this Amendment, agrees that, upon demand of Lender at any time after the date of this Amendment, to cause each of Ensign's subsidiaries that (a) is a skilled nursing facility
operator; (b) does not constitute a Borrower under the Loan Agreement and (c) would be necessary to provide a sufficient Borrowing Base to support the advance made pursuant to the
Overline Note, as determined by the Lender in its sole discretion, to execute a Security Agreement, in form and substance reasonably satisfactory to Lender, granting Lender a security interest in any
and all of the Accounts of such subsidiaries. 


3







 



        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.    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. 


        8.    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. 


        9.    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. 


        10.    Governing Law.    This Amendment shall be governed by and
construed in accordance with the laws of the State of Maryland. 



        11.    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. 


        12.    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] 


4







 

        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/  JOHN WARDEN      

	 	 	Name:	John Warden
	 	 	Title:	Authorized Signatory




5







 


	 	 	 	BORROWER:
	

ATTEST/WITNESS:	
 	
THE ENSIGN GROUP, INC.

a Delaware corporation
	 	 	 	 	 
	

By:	

/s/  ALAN J. NORMAN      
 Alan J. Norman

Vice President	
 	

By:	

/s/  GREGORY K. STAPLEY      
 Gregory K. Stapley

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      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 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
	 	 	 	 	 



6







 

	

ATTEST/WITNESS:	
 	

By:	

Northern Pioneer Healthcare, Inc.

Its Sole Member
	 	 	 	 	 
	

By:	

/s/  DANIEL H. WALKER      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 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      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 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      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 Beverly Wittekind

Secretary
	 	 	 	 	 





7







 

	

 	

 	
 	
ATLANTIC MEMORIAL HEALTHCARE ASSOCIATES, INC.

ROSE PARK HEALTHCARE ASSOCIATES, INC.
	

ATTEST/WITNESS:	
 	

each, a Nevada corporation
	 	 	 	 	 
	

By:	

/s/  DANIEL H. WALKER      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 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      
 Daniel H. Walker	
 	

By:	

/s/  BEVERLY WITTEKIND      
 Beverly Wittekind

Secretary




8







 
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




9







 
EXHIBIT A

Overline Note  


10







 
SCHEDULES TO AMENDMENT NO. 5 TO

AMENDED & RESTATED LOAN AGREEMENT  



	Sched
	 	Description
	 	Matters Covered

	1.39	 	Permitted Liens:	 	(i)    Landlord's liens, both statutory and contractual, contained in or created by the various leases, security agreement, pledges and related documentation covering the locations described in
Schedule 4.15, but only to the extent that such liens are contractually subordinated to Lender's liens and security interests pursuant to agreements between Lender and such landlords that are satisfactory to Lender.
	

 	
 	

 	
 	

(ii)(a)    The lien of the Deed of Trust and Assignment of Rents by and between Ensign Southland LLC as Trustor and Continental Wingate Associates, Inc. as Beneficiary, affecting the California Property and recorded
January 30, 2001 at Document No. 01-0161647 in the office of the Los Angeles County Recorder, securing indebtedness in the original principal amount of $7,455,100, (b) all liens created or extended in connection with that certain
Second Amended and Restated Loan Agreement for a loan in the amount of $64,692,11.67 by and among Valley Health Holdings LLC, Sky Holdings AZ LLC, Terrace Holdings AZ LLC, Plaza Health Holdings LLC, Rillito Holdings LLC, Mountainview Communitycare
LLC, Meadowbrook Health Associates LLC, Cedar Avenue Holdings LLC, Granada Investments LLC, as borrowers, and General Electric Capital Corporation, as lender, dated December 29, 2006; and (c) the lien of the Deed of Trust and Security
Agreement encumbering TEGI subsidiary Cherry Hill Health Holdings, Inc.'s Pacific Care Center facility, Hoquiam, Washington, securing a non-prepayable assumed $2,475,000 loan that existed when the property was acquired in 2006.
	

 	
 	

 	
 	

(iii)    Liens permitted to be created by Sections 6.23 and 7.1(d) of the Loan Agreement.
	

4.1	
 	

Subsidiaries:	
 	

See attached organizational chart for existing subsidiaries of The Ensign Group, Inc.
	

4.5	
 	

Pending or Threatened Litigation:	
 	

There is currently no pending or threatened litigation which the Borrower believes would materially threaten Borrower's viability or ability to repay the Obligations; further, all claims pending or threatened against the Borrower are either covered
by insurance or, to the extent they are not, Borrower believes it has accrued adequate reserves in connection therewith.
	

4.8	
 	

Defaults:	
 	

Relating to the representations in Section 4.8 of the Loan Agreement, and without admitting any default, reference is made to Schedule 4.5 above.
	

4.13	
 	

Non-compliance with Law:	
 	

To the best of the actual knowledge of the officers of Borrower, there does not currently exist any material non-compliance with applicable laws.
	 	 	 	 	 





11







 

	

4.14	
 	

Environmental Matters:	
 	

To the best of the actual knowledge of the officers of The Ensign Group, Inc., there are no material adverse environmental matters associated with any of the properties occupied by TEGI's operating subsidiaries which require remediation or pose
a present threat of material harm or liability.
	

4.15	
 	

Places of Business with patient census:	
 	

See consolidated Schedule 4.15(a)/4.16 and Schedule 4.15(b) at the end of this Exhibit A.
	

4.16	
 	

Licenses:	
 	

The entity which currently holds or possesses the right to use the operating license for each of the facilities is as shown in consolidated Schedule 4.15(a)/4.16.
	

4.17	
 	

Stock Ownership:	
 	

See separate Schedule 4.17 at the end of this Exhibit A.
	

4.19	
 	

Borrowings:	
 	

Other than normal trade creditors, some or all of the entities comprising the Borrower are currently indebted to the following creditors in the following manners and amounts:
	

 	
 	

 	
 	

        a.    General Electric Capital Corporation; $20,000,000 Revolving Credit Facility for working capital.
	

 	
 	

 	
 	

        b.    General Electric Capital Corporation; $64,692,111.67 fixed asset loan secured by Deeds of Trust encumbering the assets owned by Valley Health Holdings LLC, Sky Holdings AZ LLC,
Terrace Holdings AZ LLC, Ensign Highland LLC, Plaza Health Holdings LLC, Rillito Holdings LLC, Mountainview Communitycare LLC, Cedar Avenue Holdings LLC and Granada Investments LLC.
	

 	
 	

 	
 	

        c.    Continental Wingate Associates, Inc.; $7,455,100 HUD-insured Loan secured by a Deed of Trust and Assignment of Rents on Ensign Southland LLC's Southland Care
Center & Home facility, Norwalk, California.
	

 	
 	

 	
 	

        d.    Wells Fargo Bank, N.A.; $2,475,000 loan secured by a Deed of Trust and Security Agreement on Cherry Hill Health Holdings, Inc.'s Pacific Care Center facility, Hoquiam,
Washington.
	

4.20	
 	

Labor Disputes:	
 	

A union organizing election was held at Sonoma Healthcare Center in May, 2002 at which a majority of the approximately 60 employees classified as Housekeeping, Laundry and CNAs voted to have union representation from SEIU Local 250. On
August 30, 2004, the National Labor Relations Board certified the union. The union has requested bargaining, and bargaining is ongoing. Operations at the facility and throughout the company have not been materially disrupted by union issues at
any time since the original organizing election.
	

4.22	
 	

Joint Ventures:	
 	

None
	

7.12	
 	

Transactions with Affiliates:	
 	

Pursuant to an internal corporate restructuring the entire equity interests in various operating entities were assigned by The Ensign Group, Inc. to its several regional subsidiaries as set forth on the attached organization chart.
	 	 	 	 	 



12







 

	

 	
 	

 	
 	

Where an affiliate of The Ensign Group, Inc. owns the real property underlying a facility, the real estate holding subsidiary and the operating subsidiary enter into a lease agreement with respect to the facility. The attached organization chart
indicates those instances where TEGI affiliates own the occupied property. The standard lease form used for such affiliate transactions has been reviewed and approved by Lender's counsel in connection with the fixed asset financing referenced in
Schedule 1.39(ii)(b) above.
	

 	
 	

 	
 	

Ensign Facility Services, Inc., a subsidiary of TEGI, has entered into separate Consulting Services Agreements with each of the operating subsidiaries listed in the attached organizational chart, to provide centralized accounting, legal, risk
management, information technology human resources and similar support and services. A standard management fee which does not exceed five percent (5%) of monthly revenues is charged for such services.




—See Attached Schedules 4.15(a)/4.16, 4.15(b) and 4.17—


13








Schedule 4.1  


The Ensign Group, Inc.
  (Delaware Corporation; Qualified in California) 


The Flagstone Group, Inc.

SOUTHERN CALIFORNIA
  





Arroyo
Vista Nursing Center

City Heights Health Associates LLC

Permunitum LLC*



Atlantic Memorial Healthcare Center

Atlantic Memorial Healthcare Associates, Inc.



Brookfield Healthcare Center

Downey Community Care LLC

Moenium Holdings LLC*



Carmel Mountain. Rehabilitation & Healthcare Center

Bernardo Heights Healthcare, Inc.

CM Health Holdings LLC



Lemon Grove Care & Rehabilitation Center

Lemon Grove Health Associates LLC



Palm Terrace Healthcare & Rehabilitation Center

Gate Three Healthcare LLC



Palomar Vista Healthcare Center

West Escondido Healthcare LLC



Rose Villa Healthcare Center

Bell Villa Care Associates LLC

Moenium Holdings LLC*



Royal Court Healthcare

Ensign Whittier West LLC



Sea Cliff Healthcare Center

HB Healthcare Associates LLC



Shoreline Healthcare Center

Rose Park Healthcare Associates, Inc.

Long Beach Health Associates LLC**



Southland Care Center

Southland Management LLC

Ensign Southland LLC



Victoria Healthcare Center

Costa Victoria Healthcare LLC



Vista Knoll Specialized Care Facility

Vista Woods Health Associates LLC

Permunitum LLC*



Whittier Hills Health Care Center

Ensign Whittier East LLC 







Bandera Healthcare, Inc.

ARIZONA
  





Catalina
Healthcare Center

Presidio Health Associates LLC

Rillito Holdings LLC



Coronado Healthcare Center

North Mountain Healthcare LLC

Adipiscor LLC*



Desert Sky Health and Rehabilitation Center

Glendale Healthcare Associates LLC

Sky Holdings AZ LLC



Desert Terrace Nursing Center

24th Street Healthcare Associates LLC

Terrace Holdings AZ LLC



East Mesa Healthcare Center

Sunland Health Associates LLC

Adipiscor LLC*



Grand Court of Mesa

Brown Road Senior Housing LLC

Moenium Holdings LLC*



Greenfields Assisted Living

Greenfields Assisted Living LLC



Highland Manor Health & Rehabilitation Center

Highland Healthcare LLC

Ensign Highland LLC



North Mountain Medical & Rehabilitation Center

Radiant Hills Health Associates LLC

Valley Health Holdings LLC



Osborn Health and Rehabilitation

RenewCare of Scottsdale, Inc.



Sabino Canyon Rehabilitation and Care Center

Ensign Sabino LLC

Meadowbrook Health Associates LLC



Waverly Park Healthcare Center

Park Waverly Healthcare LLC

Adipiscor LLC* 







Milestone Healthcare, Inc.

UTAH
  





Arlington
Hills Healthcare Center

Avenues Healthcare, Inc.

Tenth East Holdings LLC



Draper Rehabilitation and Care Center

South Valley Healthcare, Inc.

Fort Street Health Holdings LLC***



Holladay Healthcare Center

Olympus Health, Inc.

Cottonwood Health Holdings LLC



Mt. Ogden Health & Rehabilitation Center

Washington Heights Healthcare, Inc. 




IDAHO





Pocatello
Care and Rehabilitation Center

Pocatello Health Services, Inc. 




Miscellaneous  


 (Held by The Ensign Group, Inc.)  




 SERVICE CENTER





Ensign
Facility Services, Inc.

(Nevada Corporation; Qualified in California) 


SELF-INSURANCE





Standardbearer
Insurance Company, Ltd.

(Cayman Islands Exempted Company) 


SHELF ENTITIES





Bayshore
Healthcare, Inc.



Cardiff Healthcare, Inc.



Ensign Bellflower LLC



Ensign Napa LLC



Hueneme Healthcare, Inc.



Pomerado Ranch Healthcare, Inc.



RB Heights Health Holdings LLC



Regal Road Health Holdings LLC



South C Health Holdings LLC



Trousdale Health Holdings LLC



Walnut Grove Compuscare LLC 







Keystone Care, Inc.

TEXAS
  





Cambridge
Health & Rehabilitation Center

Richmond Senior Services, Inc.

Golfview Holdings LLC



Cambridge Square Retirement Center

Rosenburg Senior Living, Inc.

Avenue N Holdings LLC



Carrollton Health & Rehabilitation Center

Carrollton Heights Healthcare, Inc.

Trinity Mill Holdings LLC



Lake Village Nursing & Rehabilitation Center

Grand Villa Phx, Inc.

Verde Villa Holdings LLC



Northern Oaks Living & Rehabilitation Center

Northern Oaks Healthcare, Inc.



Salado Creek Living & Rehabilitation Center

Salado Creek Senior Care, Inc.



The Village Care Center

McAllen Community Healthcare, Inc.



Timberwood Nursing & Rehabilitation Center

Livingston Care Associates, Inc.

Polk Health Holdings LLC



Wellington Place Living & Rehabilitation Center

Wellington Healthcare, Inc.



Willow Bend Nursing & Rehabilitation Center

Town East Healthcare, Inc.

Mesquite Health Holdings LLC 







Northern Pioneer Healthcare, Inc.

NORTHERN CALIFORNIA
  





Cloverdale
Healthcare Center

Ensign Cloverdale LLC



Northbrook Nursing & Rehabilitation Center

Ensign Willits LLC



Park View Gardens at Montgomery

Ensign Montgomery LLC

Mountainview Communitycare LLC



Sonoma Healthcare Center

Ensign Sonoma LLC



Summerfield Health Care Center

Ensign Santa Rosa LLC



Ukiah Convalescent Hospital

Ensign Pleasanton LLC



WASHINGTON





Emerald
Hills Healthcare Center

Lynnwood Health Services, Inc.

Snohomish Health Holdings LLC



Pacific Care Center

Hoquiam Healthcare, Inc.

Cherry Health Holdings, Inc.



Park Manor Rehabilitation Center

Manor Park Healthcare LLC 


Plaza
Health Holdings LLC 







Touchstone Care, Inc.

SOUTHERN CALIFORNIA
  





Arbor
Glen Care Center

Ensign San Dimas LLC

Arrow Tree Health Holdings LLC



Brookside Healthcare Center

Redbrook Healthcare Associates LLC



Camarillo Healthcare Center

Camarillo Community Care, Inc.

Granada Investments LLC



Claremont Care Center

Claremont Foothills Health Associates LLC

Permunitum LLC*



Glenwood Care Center

C Street Health Associates LLC



Mission Care Center

Ramon Healthcare Associates, Inc.



Panorama Gardens Nursing & Rehabilitation Center



Premier Care Center for Palm Springs

Ensign Palm I LLC



Upland Rehabilitation and Care Center

Upland Community Care, Inc.

Cedar Avenue Holdings LLC



Victoria Care Center

Victoria Ventura Healthcare LLC 




KEY  





 Line 1: Facility Name

Line 2: Operating Entity: Held, as represented, by an operating group

Line 3: Holding Entity: All held by The Ensign Group, Inc.

* Master tenant/sublessor

** Owns property adjacent to the facility and will hold the facility property on exercise of option to buy at lease end.

*** Fort Street has the option to buy the property in January 2008



Unless noted otherwise, all entities are organized in Nevada and qualified to do business where located.

All subsidiaries are wholly owned.  







 Schedule 4.15(b)—Census data as of 9/7/2007  



	Facility
 
	 	Beds
	 	Census

	The Flagstone Group, Inc. (S.Cal)	 	 	 	 
	Atlantic Memorial	 	100	 	89
	Palm Terrace	 	99	 	98
	Sea Cliff	 	182	 	176
	Sea Cliff ALF	 	84	 	60
	Shoreline	 	75	 	66
	Victoria	 	79	 	74
	Arroyo Vista	 	53	 	50
	Carmel Mountain	 	120	 	108
	Lemon Grove	 	158	 	150
	Palomar Vista	 	74	 	71
	Vista Knoll	 	120	 	109
	Brookfield	 	70	 	65
	Rose Villa	 	53	 	47
	Royal Court	 	162	 	147
	Southland Care	 	120	 	119
	Southland Home	 	70	 	55
	Whittier Hills	 	160	 	148
	Subsidiary Totals
 	 	1779	 	1632
	Northern Pioneer (N.Cal & WA)	 	 	 	 
	Cloverdale	 	72	 	64
	Northbrook	 	71	 	35
	Park View	 	116	 	103
	Sonoma	 	137	 	118
	Summerfield	 	70	 	57
	Ukiah	 	58	 	52
	Emerald Hills	 	120	 	52
	Pacific Care	 	100	 	79
	Park Manor	 	79	 	66
	Subsidiary Totals	 	823	 	626
	Touchstone (S.Cal)	 	 	 	 
	Arbor Glen	 	95	 	92
	Brookside	 	97	 	83
	Camarillo	 	114	 	94
	Claremont Care	 	99	 	94
	Glenwood	 	99	 	92
	Panorama Gardens	 	149	 	142
	Premier Care	 	99	 	89
	Mission Care	 	58	 	52
	Ventura	 	187	 	156
	Upland Rehab	 	203	 	173
	Subsidiary Totals	 	1200	 	1067
	 	 	 	 	 









	Bandera Healthcare, Inc. (AZ)	 	 	 	 
	Catalina	 	102	 	89
	Sabino Canyon	 	107	 	95
	Waverly Park	 	200	 	92
	Desert Sky	 	186	 	140
	Desert Sky Assisted	 	105	 	75
	East Mesa	 	201	 	145
	Grand Court	 	174	 	174
	Greenfields	 	141	 	141
	Scottsdale	 	120	 	120
	Coronado	 	191	 	175
	Desert Terrace	 	108	 	78
	Highland Manor	 	107	 	87
	North Mountain	 	155	 	141
	Subsidiary Totals	 	1897	 	1552
	Keystone (TX, UT & ID)	 	 	 	 
	Cambridge Health and Rehab	 	118	 	60
	Cambridge Square ALF	 	44	 	37
	Carrollton Healthcare Center	 	108	 	83
	Draper Rehab & Care Center	 	89	 	50
	Lake Village	 	120	 	87
	Northern Oaks	 	96	 	83
	Salado Creek	 	124	 	77
	The Village	 	113	 	89
	Timberwood Nursing Home	 	120	 	93
	Wellington Place	 	140	 	82
	Willowbend Nursing & Rehab Ctr	 	162	 	75
	Arlington Hills	 	108	 	60
	Holladay	 	120	 	90
	Mt Ogden	 	108	 	60
	Pocatello Care & Rehab Ctr	 	88	 	62
	Subsidiary Totals	 	1658	 	1088
	
The Ensign Group, Inc. Totals	
 	
7357	
 	

5965









Schedule 4.16  



	FACILITY
 
	 	Facility Legal Name
	 	PHONE
	 	FAX
	 	ADDRESS
	 	INFO

7/2007

	Arbor Glen Care Center	 	Ensign San Dimas LLC	 	(626) 963-7531	 	(626) 914-7566	 	1033 East Arrow Highway

Glendora, CA 91740	 	98 SNF
	

Arlington Hills Healthcare Center	
 	

Avenues Healthcare, Inc.	
 	

(801) 322-5521	
 	

(801) 322-0934	
 	

165 South 1000 East

Salt Lake City, UT 84102	
 	

108 SNF
	

Arroyo Vista Nursing Center	
 	

City Heights Health Associates LLC	
 	

(619) 283-5855	
 	

(619) 284-6327	
 	

3022 45th Street

San Diego, CA 92105	
 	

53 SNF
	

Atlantic Memorial Healthcare Center	
 	

Atlantic Memorial Healthcare Associates, Inc.	
 	

(562) 424-8101	
 	

(562) 424-9041	
 	

2750 Atlantic Avenue

Long Beach, CA 90806	
 	

109 SNF
	

Brookfield Healthcare Center	
 	

Downey Community Care LLC	
 	

(562) 869-2567	
 	

(562) 869-8788	
 	

9300 Telegraph Road

Downey, CA 90240	
 	

70 SNF
	

Brookside Healthcare Center	
 	

Redbrook Healthcare Associates LLC	
 	

(909) 793-2271	
 	

(909) 792-6477	
 	

105 Terracina Blvd.

Redlands, CA 92373	
 	

97 SNF
	

Camarillo Healthcare Center	
 	

Camarillo Community Care, Inc.	
 	

(805) 482-9805	
 	

(805) 388-8242	
 	

205 Granada Street

Camarillo, CA 93010	
 	

114 SNF
	

Cambridge Health & Rehabilitation Center	
 	

Richmond Senior Services, Inc.	
 	

(281) 344-9191	
 	

(281) 344-9320	
 	

1106 Golfview

Richmond, TX 77469	
 	

118 SNF
	

Cambridge Square Retirement Center	
 	

Rosenburg Senior Living, Inc.	
 	

(281) 344-8444	
 	

(281) 344-1050	
 	

2700 Avenue N

Rosenberg, TX 77471	
 	

44 ALF
	

Carrollton Health & Rehabilitation Center	
 	

Carrollton Heights Healthcare, Inc.	
 	

(972) 245-1573	
 	

(972) 245-6082	
 	

1618 Kirby Road

Carrollton, TX 75006	
 	

120 SNF
	

Claremont Care Center	
 	

Claremont Foothills Health Associates LLC	
 	

(909) 593-1391	
 	

(909) 596-8319	
 	

219 East Foothill Blvd.

Pomona, CA 91768	
 	

99 SNF
	

Carmel Mountain Rehab & Healthcare Center	
 	

Bernardo Heights Healthcare, Inc.	
 	

(858) 673-0101	
 	

(858) 673-8320	
 	

11895 Avenue of Industry

San Diego, CA 92128	
 	

120 SNF
	

Catalina Healthcare Center	
 	

Presidio Health Associates LLC	
 	

(520) 795-9574	
 	

(520) 321-4983	
 	

2611 North Warren Ave.

Tucson, AZ 85719	
 	

102 SNF
	

Cloverdale Healthcare Center	
 	

Ensign Cloverdale LLC	
 	

(707) 894-5201	
 	

(707) 894-9324	
 	

300 Cherry Creek Road

Cloverdale, CA 95425	
 	

72 SNF
	

Coronado Healthcare Center	
 	

North Mountain Healthcare LLC	
 	

(602) 256-7500	
 	

(602) 943-7697	
 	

11411 North 19th Avenue

Phoenix, AZ 85029	
 	

185 SNF
	

Desert Sky Health & Rehabilitation Center	
 	

Glendale Healthcare Associates LLC	
 	

(623) 931-5800	
 	

(623) 931-8776	
 	

5125 North 58th Avenue

Glendale, AZ 85301	
 	

189 SNF

103 ALF
	

Desert Terrace Nursing Center	
 	

24th Street Healthcare Associates LLC	
 	

(602) 273-1347	
 	

(602) 273-6260	
 	

2509 North 24th Street

Phoenix, AZ 85008	
 	

108 SNF
	

Draper Rehabilitation and Care Center	
 	

South Valley Healthcare, Inc.	
 	

(801) 571-2704	
 	

(801) 571-8921	
 	

12702 South Fort Street

Draper, UT 84020	
 	

89 SNF
	

East Mesa Healthcare Center	
 	

Sunland Health Associates LLC	
 	

(480) 832-8333	
 	

(480) 830-2466	
 	

51 South 48th Street

Mesa, Arizona 85206	
 	

188 SNF
	

Emerald Hills Healthcare Center	
 	

Lynnwood Health Services, Inc.	
 	

(425) 776-5512	
 	

(425) 776-3230	
 	

5821 188th Street SW

Lynnwood, WA 98037	
 	

95 SNF
	

Glenwood Care Center	
 	

C Street Health Associates LLC	
 	

(805) 983-0305	
 	

(805) 983-2514	
 	

1300 North C Street

Oxnard, CA 93030	
 	

99 SNF
	

Grand Court of Mesa	
 	

Brown Road Sr Housing LLC	
 	

(480) 844-7336	
 	

(480) 844-7045	
 	

262 East Brown Road

Mesa, AZ 85201	
 	

117 ILF

50 SC
	

Greenfields Assisted Living Community	
 	

Greenfields Assisted Living LLC	
 	

(480) 649-3911	
 	

(480) 649-1330	
 	

723 East 2nd Avenue

Mesa, AZ 85204	
 	

141 ALF
	

Highland Manor Health & Rehab Center	
 	

Highland Healthcare LLC	
 	

(602) 264-9039	
 	

(602) 264-1017	
 	

4635 N. 14th Street

Phoenix, AZ 85014	
 	

107 SNF
	 	 	 	 	 	 	 	 	 	 	 









	

Holladay Healthcare Center	
 	

Olympus Health, Inc.	
 	

(801) 277-7002	
 	

(801) 272-0622	
 	

4782 South Holladay Blvd.

Salt Lake City, UT 84117	
 	

120 SNF
	

Lake Village Nursing & Rehab. Center	
 	

Grand Villa PHX, Inc.	
 	

(972) 436-7571	
 	

(972) 221-4187	
 	

169 Lake Park Road

Lewisville, TX 75057	
 	

120 SNF
	

Lemon Grove Care & Rehab Center	
 	

Lemon Grove Health Associates LLC	
 	

(619) 463-0294	
 	

(619) 461-1064	
 	

8351 Broadway

Lemon Grove, CA 91945	
 	

158 SNF
	

Mission Care & Rehabilitation Center	
 	

Ramon Healthcare Assoc, Inc.	
 	

(626) 607-2400	
 	

(626) 607-2490	
 	

4800 Delta Avenue

Rosemead, CA 91770	
 	

59 SNF
	

Mt. Ogden Health and Rehabilitation Center	
 	

Washington Heights Healthcare, Inc.	
 	

(801) 479-5700	
 	

(801) 476-8913	
 	

375 East 5350 South

Washington Terr., UT 84405	
 	

108 SNF
	

North Mountain Medical & Rehab Center	
 	

Radiant Hills Health Associates LLC	
 	

(602) 944-1666	
 	

(602) 944-8549	
 	

9155 North 3rd Street

Phoenix, AZ 85020	
 	

155 SNF
	

Northern Oaks Living & Rehab Center	
 	

Northern Oaks Healthcare, Inc.	
 	

(325) 676-1677	
 	

(325) 676-3941	
 	

2722 Old Anson Road

Abilene, TX 79603	
 	

96 SNF

0 ALF
	

Northbrook Nursing and Rehab Center	
 	

Ensign Willits LLC	
 	

(707) 459-5592	
 	

(707) 459-4727	
 	

64 Northbrook Way

Willits, CA 95490	
 	

72 SNF
	

Osborn Health and Rehabilitation	
 	

RenewCare of Scottsdale, Inc.	
 	

(480) 994-1333	
 	

(480) 990-3895	
 	

3333 North Civic Ctr Plaza

Scottsdale, AZ 85251	
 	

130 SNF
	

Pacific Care Center	
 	

Hoquiam Healthcare, Inc.	
 	

(360) 532-7882	
 	

(360) 537-7216	
 	

3035 Cherry Street

Hoquiam, WA 98550	
 	

109 SNF
	

Palm Terrace Healthcare & Rehab Center	
 	

Gate Three Healthcare LLC	
 	

(949) 587-9000	
 	

(949) 951-3174	
 	

24962 Calle Aragon

Laguna Woods, CA 92637	
 	

99 SNF
	

Palomar Vista Healthcare Center	
 	

West Escondido Healthcare LLC	
 	

(760) 746-0303	
 	

(760) 738-1749	
 	

201 North Fig Street

Escondido, CA 92025	
 	

74 SNF
	

Panorama Gardens Nursing & Rehabilitation Center	
 	

Ensign Panorama LLC	
 	

(818) 893-6385	
 	

(818) 893-2924	
 	

9541 Van Nuys Blvd.

Panorama City, CA 91402	
 	

151 SNF
	

Park Manor Rehabilitation Center	
 	

Manor Park Healthcare LLC	
 	

(509) 529-4218	
 	

(509) 522-1729	
 	

1710 Plaza Way

Walla Walla, WA 99362	
 	

79 SNF
	

Park View Gardens at Montgomery	
 	

Ensign Montgomery LLC	
 	

(707) 525-1250	
 	

(707) 525-0159	
 	

3751 Montgomery Drive

Santa Rosa, CA 95405	
 	

122 SNF
	

Pocatello Care and Rehabilitation Center	
 	

Pocatello Health Services, Inc.	
 	

(208) 478-3333	
 	

(208) 478-3331	
 	

527 Memorial Drive

Pocatello, ID 83201	
 	

88 SNF
	

Premier Care Center for Palm Springs	
 	

Ensign Palm I LLC	
 	

(760) 323-2638	
 	

(760) 323-1723	
 	

2990 East Ramon Road

Palm Springs, CA 92264	
 	

99 SNF
	

Rose Villa Healthcare Center	
 	

Bell Villa Care Associates LLC	
 	

(562) 925-4252	
 	

(562) 925-1130	
 	

9028 Rose Street

Bellflower, CA 90706	
 	

53 SNF
	

Royal Court Healthcare	
 	

Ensign Whittier West LLC	
 	

(562) 693-7701	
 	

(562) 693-6037	
 	

12385 E. Washington Blvd

Whittier, CA 90606	
 	

162 SNF
	

Sabino Canyon Rehab & Care Center	
 	

Ensign Sabino LLC	
 	

(520) 722-5515	
 	

(520) 886-8082	
 	

5830 East Pima

Tucson, AZ 85712	
 	

112 SNF
	

Salado Creek Living & Rehab Center	
 	

Salado Creek Senior Care, Inc.	
 	

(210) 824-7331	
 	

(210) 824-1334	
 	

603 Corrine

San Antonio, TX 78218	
 	

120 SNF
	

Sea Cliff Healthcare Center	
 	

HB Healthcare Associates LLC	
 	

(714) 847-3515	
 	

(714) 847-4315	
 	

18811 Florida Street

Huntington Bch, CA 92648	
 	

182 S/I

84 ALF
	

Shoreline Healthcare Center	
 	

Rose Park Healthcare Associates, Inc.	
 	

(562) 494-4421	
 	

(562) 494-2731	
 	

4029 East Anaheim St.

Long Beach, CA 90804	
 	

75 SNF
	

Sonoma Healthcare Center	
 	

Ensign Sonoma LLC	
 	

(707) 938-8406	
 	

(707) 938-4400	
 	

1250 Broadway

Sonoma, CA 95476	
 	

144 SNF
	

Southland & Southland Living	
 	

Southland Management LLC	
 	

(562) 868-9761	
 	

(562) 863-0336	
 	

11701 Studebaker Road

Norwalk, CA 90650	
 	

120 SNF

75 ALF
	 	 	 	 	 	 	 	 	 	 	 









	

Summerfield Healthcare Center	
 	

Ensign Santa Rosa LLC	
 	

(707) 539-1515	
 	

(707) 539-0630	
 	

1280 Summerfield Road

Santa Rosa, CA 95405	
 	

70 SNF
	

Timberwood Nursing & Rehabilitation Center	
 	

Livingston Care Associates, Inc.	
 	

(936) 327-4446	
 	

(936) 327-8435	
 	

4001 Highway 59 North

Livingston, TX 77351	
 	

120 SNF
	

Ukiah Convalescent Hospital	
 	

Ensign Pleasanton LLC	
 	

(707) 462-8864	
 	

(707) 462-0718	
 	

1349 South Dora

Ukiah, CA 95482	
 	

57 SNF
	

Upland Rehabilitation & Care Center	
 	

Upland Community Care, Inc.	
 	

(909) 985-1903	
 	

(909) 949-4975	
 	

1221 East Arrow Hwy

Upland, CA 91786-4911	
 	

206 SNF
	

The Village Care Center	
 	

McAllen Community Healthcare, Inc.	
 	

(956) 664-8900	
 	

(956) 664-8906	
 	

615 No. Ware Road

McAllen, TX 78501	
 	

114 SNF
	

Victoria Care Center	
 	

Victoria Ventura Healthcare LLC	
 	

(805) 642-1736	
 	

(805) 639-3198	
 	

5445 Everglades Street

Ventura, CA 93003	
 	

188 SNF
	

Victoria Healthcare Center	
 	

Costa Victoria Healthcare LLC	
 	

(949) 642-0387	
 	

(949) 646-0313	
 	

340 Victoria Street

Costa Mesa, CA 92627	
 	

79 SNF
	

Vista Knoll Specialized Care Facility	
 	

Vista Woods Health Associates LLC	
 	

(760) 630-2273	
 	

(760) 630-0913	
 	

2000 Westwood Road

Vista, CA 92083	
 	

119 SNF
	

Waverly Park Healthcare Center	
 	

Park Waverly Healthcare LLC	
 	

(520) 882-6151	
 	

(520) 620-1547	
 	

2001 N. Park Avenue

Tucson, AZ 85719	
 	

200 SNF
	

Wellington Place Living & Rehab Center	
 	

Wellington Healthcare, Inc.	
 	

(254) 778-4231	
 	

(254) 778-2877	
 	

1802 So. 31st

Temple, TX 76504	
 	

140 SNF
	

Whittier Hills Healthcare Center	
 	

Ensign Whittier East LLC	
 	

(562) 947-7817	
 	

(562) 943-5347	
 	

10426 Bogardus Avenue

Whittier, CA 90603	
 	

160 SNF
	

Willowbend Nursing & Rehab. Center	
 	

Town East Healthcare, Inc.	
 	

(972) 279-3601	
 	

(972) 613-4539	
 	

2231 Highway 80 East

Mesquite, TX 75150	
 	

162 SNF









Schedule 4.17  


CONFIDENTIAL  



	The Ensign Group, Inc.

Significant Shareholders
 
	 	Balance

September

2007
	 	%

Ownership
	 
	Count	 	 	 	 	 
	1	 	Roy Christensen	 	3,910,000	 	22.12	%
	2	 	Christopher R. Christensen and Terri M. Christensen as Co-Trustees of the Christensen Family Trust dated 10/24/05	 	3,893,000	 	22.02	%
	3	 	Gregory K. Stapley & Deborah S. Stapley as Co-trustees of the Stapley Family Trust uad 04/25/06	 	1,180,000	 	6.68	%
	4	 	Jay Brady	 	720,000	 	4.07	%
	5	 	Richard Toolson	 	600,000	 	3.39	%
	6	 	Alan Norman	 	309,000	 	1.75	%
	7	 	Blalack Trust	 	292,000	 	1.65	%
	8	 	Gordon Buechs	 	120,400	 	0.68	%
	9	 	Thomas Maloof	 	120,000	 	0.68	%
	11	 	Cory Monette	 	76,000	 	0.43	%
	12	 	David Sedgwick	 	45,500	 	0.26	%
	13	 	Mike Dalton	 	45,500	 	0.26	%
	14	 	Antoinette Hubenette	 	30,000	 	0.17	%
	15	 	John Albrechtsen	 	24,500	 	0.14	%
	16	 	Barry Port	 	9,500	 	0.05	%
	17	 	Other	 	2,315,200	 	13.10	%
	

 	
 	

Common shares issued	
 	

13,690,600	
 	

 	
 
	

 	
 	

Common shares reserved for issuance under 2001 Incentive Plan	
 	

495,000	
 	

2.80	
%
	

 	
 	

Common shares reserved for issuance under 2005 Incentive Plan	
 	

749,000	
 	

4.24	
%
	

 	
 	

Preferred shares (Common Share equivalent)	
 	

2,741,180	
 	

15.51	
%
	 	 	 	 	
	 	 	 
	 	 	Total Shares Outstanding	 	17,675,780	 	100.00	%