LTC PROPERTIES, INC.
EXHIBIT 4.7
SEVENTH SUPPLEMENTAL INDENTURE
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 14, 1999, is by
and between LTC Properties, Inc., a Maryland corporation (the "Company"), and
Xxxxxx Trust and Savings Bank, an Illinois banking corporation (the "Trustee"),
to that certain Indenture, dated as of September 23, 1994, between the Company
and the Trustee (as amended to date, the "Indenture"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Indenture.
WHEREAS, the parties hereto have entered into the Indenture which provides
for the issuance by the Company of individual series of securities thereunder,
upon the Company and the Trustee entering into a supplemental indenture to the
Indenture authorizing such series;
WHEREAS, the Third Supplemental Indenture to the Indenture authorized the
issuance of the Company's 8.25% Convertible Subordinated Debentures due January
1, 1999 (the "8.25% Debentures");
WHEREAS, the Sixth Supplemental Indenture to the Indenture extended the
maturity date and the final conversion date of the 8.25% Debentures to January
15, 1999;
WHEREAS, the Company and the Holders wish to extend the maturity of the
8.25% Debentures from January 15, 1999 to September 30, 1999;
WHEREAS, the Company and the Holders wish to extend the date on or before
which Holders may convert the 8.25% Debentures into common stock of the Company
from the close of business on January 15, 1999 to the close of business on
September 30, 1999;
WHEREAS, the Company has received consent from Holders of $10,000,000
principal amount of the 8.25% Debentures (representing 100% of the outstanding
principal amount of the 8.25% Debentures) to enter into this Seventh
Supplemental Indenture to (i) provide for the extension of the maturity of the
8.25% Debentures from January 15, 1999 to September 30, 1999 and (ii) extend the
date on or before which Holders may convert the 8.25% Debentures into common
stock of the Company from the close of business on January 15, 1999 to the close
of business on September 30, 1999;
WHEREAS, all acts necessary to constitute this Seventh Supplemental
Indenture as a valid, binding and legal obligation of the Company have been done
and performed.
NOW, THEREFORE, in consideration of the premises and of the covenants
contained herein, it is hereby agreed as follows:
1. The following terms of the 8.25% Debentures shall be amended as set
forth below:
1.1 Extension of Maturity Date. The maturity date of the 8.25%
Debentures shall be extended from January 15, 1999 to September 30, 1999.
1.2. Extension of Final Conversion Date. The date on or before which
Holders may convert the 8.25% Debentures into common stock of the Company shall
be extended from the close of business on January 15, 1999 to the close of
business on September 30, 1999.
2. Except as expressly modified and superseded by this Seventh
Supplemental Indenture, the terms and provisions of the Indenture and the 8.25%
Debentures issued thereunder are ratified and confirmed and shall continue in
full force and effect.
3. The laws of the State of New York shall govern this Seventh
Supplemental Indenture without regard to the principles of conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, all as of the date first above
written.
LTC PROPERTIES, INC.
By /s/ XXXXX X. XXXXXXXXXXX
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Xxxxx X. Xxxxxxxxxxx
Chairman and Chief Executive Officer
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By /s/ X.X. XXXXXXX
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X. X. Xxxxxxx
Assistant Vice President
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