EXHIBIT 10.1


 


FIRST AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This
First Amendment to Second Amended and Restated Credit Agreement (herein, this “Amendment”) is entered into as of October 29, 2010,
among LTC Properties, Inc., a Maryland corporation (the “Borrower”), the Guarantors party hereto, the Lenders party
hereto and Bank of Montreal, Chicago Branch, as Administrative Agent (the “Administrative Agent”).


 


PRELIMINARY STATEMENTS


 


A.        The
Borrower, the guarantors party thereto (the “Guarantors”),
the financial institutions party thereto (the “Lenders”),
and the Administrative Agent entered into that certain Second Amended and
Restated Credit Agreement, dated as of July 17, 2008 (such Second Amended
and Restated Credit Agreement, as the same has been amended prior to the date
hereof, being referred to herein as the “Credit Agreement”).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.


 


B.        The Borrower has requested
that the Administrative Agent and the Lenders increase the amount of permitted
investments in joint ventures from $30,000,000 to $50,000,000 and make certain
other amendments to the Credit Agreement, and the Administrative Agent and the
Lenders are willing to do so under the terms and conditions set forth in this
Amendment.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.                                                 AMENDMENTS.


 


Subject
to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:


 


1.1.     Clause
(l) of Section 8.9 of the Credit Agreement is amended by deleting the
amount “$30,000,000” appearing therein and
inserting in its place the amount “$50,000,000”.


 


SECTION 2.                                                 CONDITIONS
PRECEDENT.


 


The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:


 


2.1.     The
Borrower, the Guarantors, the Lenders and the Administrative Agent shall have
executed and delivered this Amendment.


 

















 


2.2.     The
Administrative Agent shall have received copies (executed or certified, as may
be appropriate) of all legal documents or proceedings taken in connection with
the execution and delivery of this Amendment to the extent the Administrative
Agent or its counsel may reasonably request.


 


2.3.     Legal
matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Administrative Agent and its counsel.


 


SECTION 3.                                                 REPRESENTATIONS.


 


In
order to induce the Administrative Agent and the Lenders to execute and deliver
this Amendment, the Borrower hereby represents to the Administrative Agent and
the Lenders that as of the date hereof (a)  the representations and
warranties set forth in Section 6 of the Credit Agreement are and shall be
and remain true and correct and (b) the Borrower is in compliance with the
terms and conditions of the Credit Agreement and no Default or Event of Default
has occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.


 


SECTION 4.                                                 MISCELLANEOUS.


 


4.1.         Except as
specifically amended herein, the Credit Agreement shall continue in full force
and effect in accordance with its original terms.  Reference to this specific Amendment need not
be made in the Credit Agreement, the Notes, the other Loan Documents, or any
other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.


 


4.2.         The Borrower agrees
to pay on demand all costs and expenses of or incurred by the Administrative
Agent in connection with the negotiation, preparation, execution and delivery
of this Amendment, including the fees and expenses of counsel for the
Administrative Agent.


 


4.3.         This Amendment may be
executed in any number of counterparts, and by the different parties on
different counterpart signature pages, all of which taken together shall
constitute one and the same agreement. 
Any of the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed to
be an original.  Delivery of executed
counterparts of this Amendment by e-mail or facsimile shall be effective as an
original.  This Amendment shall be
governed by the internal laws of the State of New York.


 


[SIGNATURE PAGE TO FOLLOW]


 


2

















 


This
First Amendment to Second Amended and Restated Credit Agreement is entered into
as of the date and year first above written.


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
  LTC
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “GUARANTORS”

  
	
   

  	
   

  
	
   

  	
  FLORIDA-LTC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LTC
  GP I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  



 


3

















 


	
   

  	
  NORTH
  CAROLINA REAL ESTATE INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EDUCATION
  PROPERTY INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALBUQUERQUE
  REAL ESTATE INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Clint Malin

  
	
   

  	
   

  	
  Name:

  	
  Clint
  Malin

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer & Treasurer

  



 


4
















 


	
   

  	
  LTC-GARDNER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LTC-GRIFFIN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LTC-JONESBORO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  



 


5

















 


	
   

  	
  LTC
  PARTNERS IX, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXAS-LTC
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXAS-LTC
  WOODRIDGE LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  



 


6

















 


	
   

  	
  BEAUMONT
  REAL ESTATE INVESTMENTS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Wendy Simpson

  
	
   

  	
   

  	
  Name:

  	
  Wendy
  Simpson

  
	
   

  	
   

  	
  Title:

  	
  CEO &
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Pamela Shelley-Kessler

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Shelley-Kessler

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Chief Financial Officer

  



 


7

















 


Accepted
and agreed to.


 


	
   

  	
  “ADMINISTRATIVE
  AGENT” AND “L/C ISSUER”

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, Chicago Branch, as
  L/C Issuer and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Aaron Lanski

  
	
   

  	
   

  	
  Name:

  	
  Aaron
  Lanski

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “LENDERS”

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BMO
  CAPITAL MARKETS FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Aaron Lanski

  
	
   

  	
   

  	
  Name:

  	
  Aaron
  Lanski

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Amy L. MacLearie

  
	
   

  	
   

  	
  Name:

  	
  Amy
  L. MacLearie

  
	
   

  	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RAYMOND
  JAMES BANK, FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Steven Paley

  
	
   

  	
   

  	
  Name:

  	
  Steven
  Paley

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ROYAL
  BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Dan LePage

  
	
   

  	
   

  	
  Name:

  	
  Dan
  LePage

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Amie L. Edwards

  
	
   

  	
   

  	
  Name:

  	
  Amie
  L. Edwards

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


2