<PAGE>

                                   EXHIBIT 4.5

<PAGE>

                                                                  LTC PARTNERS V

                            AMENDMENT TO AGREEMENT OF
                             LIMITED PARTNERSHIP OF
                              LTC PARTNERS V, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP

      This AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF LTC PARTNERS V, L.P.
(this "Amendment") is dated as of the 1st day of January, 1999, and is made with
reference to the following facts:

                                    RECITALS

      A.    WHEREAS, that certain Amended and Restated Agreement of Limited
Partnership ("Partnership Agreement") of LTC Partners V, L.P. ("Partnership"),
dated June 13, 1996, was entered into by and between LTC GP II, Inc., a Delaware
corporation ("General Partner"), and those persons listed on Schedule B attached
to the Partnership Agreement (collectively "Limited Partners").

      B.    WHEREAS, pursuant to Article 8.3 of the Partnership Agreement, each
of the Limited Partners are deemed to have consented to any transfer of a
"Partnership Interest" (as that term is defined in the Partnership Agreement)
consented to by the General Partner and to the admission of an assignee as a
substitute Limited Partner permitted by the General Partner. Further, the
General Partner is authorized by Article 8.3, on behalf of each of the Limited
Partners, to amend the Partnership Agreement (including the schedules attached
thereto), to reflect the admission of any transferee of a Partnership Interest
as a substituted Limited Partner.

      C.    WHEREAS, one of the Limited Partners, the Sidney Luckman Revocable
Trust ("Luckman Trust"), pursuant to an Exchange Rights Agreement of even date
herewith among the Partnership, the General Partner, the Original Limited
Partners and LTC Properties, Inc., has transferred its Partnership Interest to
LTC, and LTC has accepted such transfer. The General Partner has consented to
such transfer and to the admission of LTC as a substituted Limited Partner in
place and instead of the Luckman Trust, and the General Partner desires to amend
the Partnership Agreement to reflect the admission of LTC as a substituted
Limited Partner.

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

      1.    DEFINITIONS; RECITALS. The terms used herein shall have the same
meaning as defined in the Partnership Agreement unless a different meaning is
expressly provided for herein. The Recitals are hereby incorporated into, and
form a part of, this Amendment.

      2.    AMENDMENT OF SCHEDULE B. The General Partner hereby amends the
Partnership Agreement by inserting LTC in place and instead of the Luckman
Trust, and the term "Limited Partner" as defined in the Partnership Agreement,
and for all purposes thereunder, shall include LTC, and exclude the Luckman
Trust.

      3.    REPRESENTATIONS AND WARRANTIES OF LTC. As required by Article 8.2 of
the Partnership Agreement, LTC hereby represents, warrants and agrees as
follows:

                                     - 1 -
<PAGE>

            (a)   LTC has a current net worth in excess of $ 1,000,000.00; and

            (b)   LTC is acquiring the Partnership Interest as a principal for
                  its own account, for investment purposes only and not with a
                  view to or for sale in connection with any distribution of
                  such Partnership Interest.

      4.    EFFECTIVE DATE OF AMENDMENT. This Amendment shall be effective as of
January 1, 1999.

      5.    NO FURTHER INTEREST OF THE LUCKMAN TRUST. By virtue of the
assignment by the Luckman Trust of its entire Partnership Interest, the Luckman
Trust has no further right, title or interest in the Partnership or under the
Partnership Agreement. However, nothing contained herein, or in any other
agreement, shall release or otherwise affect the liability of the Luckman Trust
for matters arising prior to the Luckman Trust's assignment of its Partnership
Interest to LTC.

      6.    NO OTHER MODIFICATIONS. Except as specifically modified herein, the
Partnership Agreement shall remain unmodified and in full force and effect.

      IN WITNESS WHEREOF, the General Partner and LTC have executed this
Amendment as of the date first written above.

GENERAL PARTNER:                           LTC GP II, INC.,
                                           A DELAWARE CORPORATION

                                           By: /s/ James J. Pieczynski
                                              ----------------------------------
                                           Name: JAMES J. PIECZYNSKI
                                           Its: PRESIDENT & CEO

LTC:                                       LTC PROPERTIES, INC.,
                                           A MARYLAND CORPORATION

                                           By: /s/ Raad K. Shawaf
                                              ----------------------------------
                                           Name: RAAD K. SHAWAF
                                           Its: SR. VP & GENERAL COUNSEL

                                     - 2 -
<PAGE>

               AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT
                 OF LIMITED PARTNERSHIP OF LTC PARTNERS V, L.P.

            THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF LTC PARTNERS, V, L.P. dated as of June 13, 1996 (the
"Partnership Agreement") is made and entered into this 30th day of January, 1998
by and among the undersigned parties with respect to the following:

            The undersigned desire to amend the Partnership Agreement to provide
for procedures with respect to the pledge by KAPRI Associates and Don A.
Karchmer of their interests in the Partnership formed pursuant to the
Partnership Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Partnership
Agreement is hereby amended as follows:

            1.    The following Section 8.6 is hereby added to the Agreement:

                  8.6 Any purchaser at a foreclosure sale of the Partnership
                  interests or Units owned by KAPRI Associates, an Oklahoma
                  general partnership ("KAPRI"), and/or Don A. Karchmer, an
                  individual ("Karchmer"), which have been pledged to Midfirst
                  Bank, shall be entitled to the rights of an assignee as
                  described in Section 8.3(b) hereof but not the rights of a
                  Limited Partner unless and until such assignee becomes a
                  substituted Limited Partner pursuant to the terms and
                  conditions of Article 8 hereof. In addition such assignee
                  shall be entitled to tender the Units attributable to the
                  foreclosed Partnership Interests under the Exchange Rights
                  Agreement in accordance with Section 6.2 of the Exchange
                  Rights Agreement. Upon the consummation of such exchange
                  pursuant to the Exchange Rights Agreement, Karchmer and/or
                  KAPRI, whose Units have been so exchanged, at the discretion
                  of LTC and the General Partner, without Karchmer and/or KAPRI
                  being required to take any action, shall cease to be a Limited
                  Partner as to those

<PAGE>

                  exchanged Units, and LTC shall become a substitute Limited
                  Partner as to such exchanged Units.

            2.    Except as provided herein to the contrary the Partnership
Agreement shall remain in full force and effect.

            IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment the day and year first written above.

GENERAL PARTNER:                              LTC GP II, INC.,  a  Delaware
                                              corporation

                                              By /s/ Pamela J. Privett
                                                --------------------------------
                                                           Senior Vice President

LIMITED PARTNERS:                             KAPRI ASSOCIATES

                                              By /s/ Don A. Karchmer
                                                --------------------------------
                                                                 General Partner

                                              /s/ Don A. Karchmer
                                              ----------------------------------
                                              DON A. KARCHMER

                                              /s/ Zev Karkomi
                                              ----------------------------------
                                              ZEV KARKOMI

                                              SIDNEY LUCKMAN REVOCABLE TRUST

                                              By /s/ Sidney Luckman
                                                --------------------------------
                                                Sidney Luckman, Trustee

                                              By /s/ Peter Kamberos
                                              ----------------------------------
                                              PETER KAMBEROS

                                              ROBERT J. BLOCK REVOCABLE LIVING
                                              TRUST

                                              By /s/ Robert J. Block
                                                --------------------------------
                                                Robert J. Block, Trustee

                                     - 2 -
<PAGE>

                                              LOUISE BUSSIAN BLOCK REVOCABLE
                                              LIVING TRUST

                                              By /s/ Louise B. Block
                                                --------------------------------
                                                Louise B. Block, Trustee

                                              /s/ Maria Pappas
                                              ----------------------------------
                                              MARIA PAPPAS

                                      - 3 -
<PAGE>

                              AMENDED AND RESTATED

                                  AGREEMENT OF

                             LIMITED PARTNERSHIP OF

                              LTC PARTNERS V, L.P.

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<PAGE>

Florida

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES ACT. EACH OFFEREE WHO IS A FLORIDA RESIDENT SHOULD BE AWARE THAT
SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT PROVIDES, IN RELEVANT
PART AS FOLLOWS: WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY
SALE IN FLORIDA MADE PURSUANT TO SECTION 517.061 (11)(A) IS VOIDABLE BY THE
PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER,
OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. THE AVAILABILITY OF THE
PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED
TO EACH FLORIDA OFFEREE.

Illinois

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE
OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS
OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page No.
                                                                                      --------
<S>                                                                                   <C>
ARTICLE 1. Definitions .............................................................      1

ARTICLE 2. Formation and Business of the Partnership; Filings ......................      9
     2.1   Formation ...............................................................      9
     2.2   Name ....................................................................      9
     2.3   Business ................................................................      9
     2.4   REIT Requirements .......................................................      9
     2.5   Principal Place of Business .............................................      9
     2.6   Registered Agent and Registered Office ..................................     10
     2.7   Term ....................................................................     10
     2.8   Filings .................................................................     10
     2.9   Power of Attorney .......................................................     10

ARTICLE 3. Partners and Partnership Interests; Capital Contributions ...............     11
     3.1   Partners ................................................................     11
     3.2   Initial Capital Contributions ...........................................     11
     3.4   Capital Accounts ........................................................     11
     3.5   No Interest on or Return of Capital Contribution ........................     12
     3.6   Units ...................................................................     12

ARTICLE 4. Allocations of Partnership Items ........................................     13
     4.1   Allocation of Profits and Losses ........................................     13
     4.2   Special Allocations .....................................................     14
     4.3   Curative Allocations ....................................................     15
     4.4   Tax Allocations .........................................................     16
     4.5   Varying Interests .......................................................     17
     4.6   Allocations Between Transferor and Transferee ...........................     17

ARTICLE 5. Distributions ...........................................................     17
     5.1   Distributions ...........................................................     17
     5.2   Certain Loans and Offset ................................................     18
     5.3   REIT Distribution Requirements ..........................................     18
     5.4   Limitations on Distributions ............................................     18
     5.5   Distributions Upon Liquidation ..........................................     19

ARTICLE 6. Management of the Partnership ...........................................     19
     6.1   Rights, Powers and Duties of General Partner ............................     19
     6.2   Delegation of Authority .................................................     22
     6.3   Reliance by Third Parties ...............................................     22
     6.4   Limitation on Authority of the General Partner ..........................     22
     6.5   Payment of Partnership Expenses; Reimbursement of General Partner .......     23
     6.6   Compensation of the General Partner .....................................     23
     6.7   Loans by Partners or Affiliates to the Partnership ......................     23
     6.8   Title to Partnership Assets .............................................     24
     6.9   Liability of the General Partner ........................................     24
     6.10  Other Matters Concerning the General Partner ............................     24
     6.11  Outside Activities ......................................................     25
     6.12  Limited Partners                                                              25
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
                                                                                       Page No.
                                                                                       --------
<S>                                                                                    <C>
ARTICLE 7.  Books and Records; Tax Matters ..........................................     26
     7.1    Books and Records .......................................................     26
     7.2    Reports .................................................................     26
     7.3    Code Elections and Tax Audits ...........................................     26

ARTICLE 8.  Transfers of Partnership Interests; Admission of Substitute or Additional
            Limited Partners ........................................................     27
     8.1    General Partner .........................................................     27
     8.2    Purchase for Investment .................................................     27
     8.3    Restrictions on Transfer of Limited Partnership Interests ...............     28
     8.4    Certain Restrictions on Transfer ........................................     29
     8.5    Effective Dates of Transfers ............................................     29

ARTICLE 9.  Dissolution, Liquidation and Winding-Up .................................     30
     9.1    Events of Dissolution; Winding Up .......................................     30
     9.2    Cancellation of Certificate of Limited Partnership ......................     31
     9.3    Return of Capital .......................................................     31

ARTICLE 10. Miscellaneous ...........................................................     31
     10.1   Notices .................................................................     31
     10.2   Successors and Assigns ..................................................     32
     10.3   Amendments ..............................................................     32
     10.4   Waiver of Partition .....................................................     32
     10.5   Waivers .................................................................     32
     10.6   Entire Agreement ........................................................     32
     10.7   Interpretation ..........................................................     32
     10.8   Counterparts ............................................................     32
     10.9   Applicable Law ..........................................................     32
     10.10  Partial Invalidity ......................................................     33
     10.11  No Third Party Rights ...................................................     33
     10.12  Compliance with Laws ....................................................     33
     10.13  Confidentiality .........................................................     33
     10.14  Valid and Binding Agreement .............................................     34
</TABLE>

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<PAGE>


                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              LTC PARTNERS V, L. P.

            THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement") is made and entered into as of the 13th day of June, 1996, by and
among LTC GP II, Inc., a Delaware corporation ("LTC Subsidiary"), and the
persons listed on the signature page hereto under the caption "Limited Partners"
(the "Original Limited Partners"), pursuant to the provisions of the Delaware
Revised Uniform Limited Partnership Act.

            WHEREAS, LTC Partners V, L.P. (as further defined below, the
"Partnership") was formed as a limited partnership under the Delaware Revised
Uniform Limited Partnership Act pursuant to a Certificate of Limited Partnership
filed with the Secretary of State of the State of Delaware on May 14, 1996, and
is governed by an agreement of limited partnership (the "Original Agreement")
between LTC Subsidiary as the general partner of the Partnership (as further
defined below, the "General Partner") and Park Villa Corporation, a Delaware
corporation, as the initial limited partner of the Partnership (the "Initial
Limited Partner");

            WHEREAS, in connection with the Partnership's acquisition of two
nursing home facilities currently owned by Seller (as defined below), the
General Partner and the Initial Limited Partner desire to (i) provide for the
withdrawal of the Initial Limited Partner, (ii) admit the Original Limited
Partners to the Partnership as Limited Partners, and (iii) amend and restate the
Original Agreement in its entirety;

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Original
Agreement is hereby amended to read in its entirety as follows:

      ARTICLE 1. Definitions

            As used in this Agreement, the following terms and phrases have the
meanings set forth below:

            "Accountants" means such firm of independent certified public
accountants as may be selected by the General Partner on behalf of the
Partnership to audit the financial books and records of the Partnership and to
prepare statements and reports in connection therewith. The Limited Partners
acknowledge and expressly agree that the Accountants may be LTC Subsidiary's and
LTC's accountants, and initially will be Ernst & Young, LLP.

            "Act" means the Delaware Revised Uniform Limited Partnership Act, as
amended and as the same may be further amended from time to time, together with
any successor thereto.

            "Adjusted Capital Account Deficit" means, with respect to any
Partner other than the General Partner, the deficit balance, if any, in such
Partner's Capital Account as of the end of any relevant Fiscal Year and after
(i) crediting to such Capital Account all amounts, if any, that such Partner (A)
is obligated or treated as obligated to restore with respect to any deficit
balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the
Regulations, or (B) is deemed to be obligated to restore with respect to any
deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1)
and 1.704-2(i)(5) of the Regulations; and (ii) debiting to such

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<PAGE>


Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5)
and (6) of the Regulations. The foregoing definition of "Adjusted Capital
Account Deficit" is intended to comply with the requirements of the alternate
test for economic effect contained in Section 1.704-1(b)(2)(ii)(d) of the
Regulations and shall be interpreted consistently therewith.

            "Affected Gain" has the meaning set forth in subsection 4.4(b)
hereof.

            "Affiliate" means, when used with reference to a specified Person:
(i) if such Person is an individual, any member of the Immediate Family of such
Person; (ii) if such Person is a trust, any trustee or beneficiary of that
Person; or (iii) any Person that, directly or indirectly, Controls, is
Controlled by or is under common Control with, the specified Person, including,
without limitation, any Person that beneficially owns, directly or indirectly,
5% of more of the outstanding shares of capital stock or other equity securities
of that Person, that is an officer, director or partner of, or serves in a
similar capacity with respect to, such Person or of which such specified Person
is an officer, director or partner or serves in a similar capacity.

            "Agreement" means this Agreement of Limited Partnership, as from
time to time amended, supplemented or otherwise modified or restated from time
to time.

            "Allocated Purchase Price" means, as to each of the Facilities, the
amount set forth with respect to that asset on Schedule A hereto, including,
with respect to any indebtedness the principal amount of which is included in
such Allocated Purchase Price, any extension, renewal or refinancing of such
principal amount.

            "Bankruptcy" means, with respect to any Person: (i) the filing by
such Person of a petition for relief, or the commencement by such Person of a
case or other proceeding seeking relief, under any provision of the federal
Bankruptcy Code or any other federal or state law relating to insolvency,
bankruptcy or reorganization; (ii) the filing against such Person of any such
petition or the commencement against such Person of any such proceeding
(including, but not limited to, a petition or application for the appointment of
a receiver or a trustee for such Person or a substantial part of such Person's
assets), unless such petition or proceeding is dismissed within 90 days from the
date of such filing or commencement; (iii) in the case of a petition or
proceeding described in clause (ii) above, the filing of an answer by such
Person admitting the allegations of such petition or the taking by such Person
of any action indicating such Person's approval of or acquiescence in any such
proceeding; (iv) an adjudication that such Person is insolvent or bankrupt; or
(v) the entry of an order for relief under the federal Bankruptcy Code with
respect to such Person.

            "Acquired Assets" means the assets previously owned by Seller and in
which an undivided ownership interest is being acquired by the Partnership
pursuant to the Contribution Agreement.

            A "business day" means any day that is not a Saturday, Sunday or a
day on which banking institutions in the States of California or Illinois are
authorized or obligated by law or executive order to close.

            "Capital Account" means, as to any Partner, the account maintained
under Section 3.4 hereof with respect to the Partnership Interest held by such
Partner.

            "Capital Contribution" means, with respect to any Partner, the total
amount of cash and the initial Gross Asset Value of all other property, if any,
contributed to the Partnership by

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                                       2
<PAGE>


that Partner or the predecessor holder(s) of that Partnership Interest, less the
aggregate amount of Contributed Debt attributable to such Partner.

            "Capital Expenditures" means any and all payments made directly or
indirectly for the purpose of acquiring or constructing or restoring real
property, fixed assets or equipment that in accordance with GAAP would be
treated as a debit to the fixed asset account of the Partnership, including
without limitation amounts paid or payable as principal under any conditional
sale or other title retention agreement or under any lease or other periodic
payment arrangement or agreement that is of such a nature that payment
obligations of the lessee or obligor thereunder would be required by GAAP to be
capitalized and shown as a liability on the balance sheet of the lessee or
obligor.

            "Cash Flow from Operations" means for any Distribution Period, an
amount equal to the excess, if any, of (i) the rents and all other revenues that
are received by the Partnership during that Distribution Period and that the
Partnership is entitled to retain and use for its own purposes, over (ii) the
total amount paid or payable by the Partnership with respect to that
Distribution Period for the following purposes: (A) to pay the Preferred Return,
(B) to pay principal, interest or other amounts due in respect of indebtedness
owed by the Partnership or secured by the Partnership's assets, including
without limitation indebtedness to the General Partner or LTC, (C) for Capital
Expenditures with respect to the Acquired Assets (excluding for purposes of this
clause (ii) all Capital Expenditures paid for by incurring new indebtedness),
and (D) to pay costs and expenses incurred in operating the Partnership and for
Partnership general and administrative expenses as determined by the General
Partner in accordance with GAAP.

            "Certificate" means the Certificate of Limited Partnership
establishing the Partnership, as filed with the office of the Delaware Secretary
of State pursuant to the Act and as the same may be amended from time to time.

            "Closing Date" means the date on which the Closing (as defined in
the Contribution Agreement) occurs.

            "Code" means the United States Internal Revenue Code of 1986, as
amended and as the same is further amended from time to time, as interpreted by
the applicable regulations thereunder. Any reference herein to a specific
provision of the Code shall be deemed to include a reference to any
corresponding provision of any succeeding law.

            "Confidential Information" has the meaning set forth in subsection
10.13(a) hereof.

            "Contributed Debt" means, with respect to any Partner, the aggregate
principal amount of indebtedness (and all accrued fees or interest related
thereto, if any) (i) that has been assigned by or otherwise transferred by that
Partner to the Partnership or that the Partnership shall have otherwise become
obligated to pay (including, without limitation, by way of guarantee,
endorsement or other contingent promise), or (ii) to which any property
contributed to the Partnership by, or otherwise attributable to, that Partner is
subject.

            "Contribution Agreement" means that certain Agreement Regarding
Contribution of Undivided Interests in Nursing Home Facilities dated as of June
14, 1996, between the Partnership and Seller.

            "Control" means the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise, to
elect a majority of the directors of a corporation, to select the managing
partner of a partnership or to otherwise select, or to have the

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                                       3
<PAGE>

power to remove and then select, a majority of those Persons exercising
governing authority over an entity. In the case of a limited partnership, the
sole general partner, each of the general partners to the extent each has equal
management authority, or if such general partners do not have equal management
authority, the managing general partner or each managing general partner shall
be deemed to Control of such partnership; in the case of a trust, each trustee
thereof and each Person having the right to select any such trustee shall be
deemed to Control of such trust.

            "Depreciation" means, with respect to any asset of the Partnership
for any Fiscal Year, the depreciation, amortization or other cost recovery
deduction allowed or allowable for federal income tax purposes in respect of
such asset for such Fiscal Year; provided, however, that if the Gross Asset
Value of an asset differs from its adjusted tax basis for federal income tax
purposes at the beginning of such Fiscal Year, Depreciation shall be an amount
that bears the same ratio to such beginning Gross Asset Value as the federal
income tax depreciation, amortization or other cost recovery deduction for such
Fiscal Year bears to such beginning adjusted tax basis and provided, further,
that if such adjusted tax basis is zero, Depreciation shall be determined with
respect to such beginning Gross Asset Value using any reasonable method selected
by the General Partner.

            "Distribution Period" means as to each Fiscal Year, the period of
six calendar months that begins on January 1 or July 1 of that Fiscal Year,
except that the first Distribution Period shall begin on the Closing Date and
end on June 30, 1996.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended and as in effect from time to time, as interpreted by the applicable
regulations thereunder (or, with respect to any provision of that statute
referred to herein, any corresponding provision of any succeeding law).

            "Exchange Rights Agreement" means that certain Exchange Rights
Agreement dated as of the date hereof, among LTC, the Partnership, LTC
Subsidiary and the Original Limited Partners.

            "Facilities" means each of (i) the nursing home facility commonly
known as Golden Age Manor and located at 8810 Long Point Road, Houston, TX and
(ii) the nursing home facility commonly known as Windsor Place and located at
6563 Sands Point Road, Houston, TX.

            "Fiscal Year" means the annual accounting period ending on December
31 of each calendar year or, if different, the last day of the Partnership's
taxable year.

            "GAAP" means generally accepted accounting principles as in effect
from time to time.

            "Gain on Sale" means as to any Facility sold by the Partnership, the
excess of the Sale Proceeds from that Sale over the Sales Price of that
Facility.

            "General Partner" means LTC Subsidiary and each other Person
(including, but not limited to, LTC Subsidiary's successors and assigns), if
any, that after the date hereof becomes a general partner of the Partnership in
accordance with the terms hereof, in each case in such Person's capacity as such
general partner.

            "Gross Asset Value" means, with respect to any asset, such asset's
adjusted basis for federal income tax purposes, except as follows:

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                                       4
<PAGE>

                  (a)   The initial Gross Asset Values of the assets contributed
      on behalf of the Original Limited Partners to the Partnership pursuant to
      Section 3.2 hereof are set forth on Schedule B hereto; and the initial
      Gross Asset Value of any asset contributed by a Partner to the Partnership
      after the Closing Date shall be the gross fair market value of such asset
      at the time of such asset's contribution, as determined by the General
      Partner;

                  (b)   The Gross Asset Values of all Partnership assets at the
      election of the General Partner may be adjusted to equal their respective
      gross fair market values, as determined by the General Partner,
      immediately prior to the following events:

                        (i)   a Capital Contribution (other than a de minimis
            Capital Contribution) is made to the Partnership by a new or
            existing Partner as consideration for the acquisition of a (or an
            additional) Partnership Interest;

                        (ii)  the distribution by the Partnership to a Partner
            of more than a de minimis amount of Partnership property as
            consideration for the redemption of a Partnership Interest;

                        (iii) the liquidation of the Partnership within the
            meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and

                        (iv)  any other event as to which the General Partner
            determines that an adjustment is necessary or appropriate to reflect
            the relative economic interests of the Partners.

                  (c)   The Gross Asset Value of any Partnership asset
      distributed to any Partner shall be the gross fair market value of such
      asset on the date of distribution as determined by the General Partner
      based upon an appraisal or other appropriate valuation prepared by an
      independent third party experienced in valuing assets of that kind.

                  (d)   The Gross Asset Value of a Partnership asset shall be
      increased (or decreased) to reflect any adjustment to the adjusted basis
      of such asset pursuant to Sections 734(b) or 743(b) of the Code, but only
      to the extent that such adjustment is taken into account in determining
      Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the
      Regulations; provided, however, that Gross Asset Values shall not be
      adjusted pursuant to this paragraph (d) to the extent that the General
      Partner determines that an adjustment pursuant to paragraph (b) above is
      necessary or appropriate in connection with a transaction that would
      otherwise result in an adjustment pursuant to this paragraph (d).

            If the Gross Asset Value of an asset has been determined or adjusted
pursuant to paragraphs (a), (b) or (d) immediately above, such Gross Asset Value
thereafter shall be adjusted by the Depreciation subsequently taken into account
with respect to such asset for purposes of computing Profits and Losses. Any
adjustment to the Gross Asset Value of any item of Partnership property shall
require an adjustment to the Capital Accounts.

            "Immediate Family" means, with respect to any individual, such
Person's spouse (then current or former), parents, brothers and sisters,
children and grandchildren (including in each case by adoption) and other lineal
descendants.

            "Indemnitee" has the meaning set forth in subsection 6.9(a) hereof.

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            "Limited Partners" means each of the Original Limited Partners and
each other Person, if any, who after the date of this Agreement executes a
counterpart hereof and becomes a limited partner of the Partnership pursuant to
Section 8.3 hereof, in each case in such Person's capacity as a limited partner
of the Partnership.

            "Loan Agreement" means that certain Agreement to Loan of even date
herewith made by LTC Subsidiary in favor of the Original Limited Partners.

            "LTC" means LTC Properties, Inc., a Maryland corporation.

            "Majority-in-Interest of the Limited Partners" means Limited
Partner(s) who hold in the aggregate more than 50% of the Partnership Interests
then allocable to and held by the Limited Partners as a class.

            "Minimum Gain Attributable to Partner Nonrecourse Debt" means
"partner nonrecourse debt minimum gain" as determined in accordance with Section
1.704-2(i)(2) of the Regulations.

            "Nonrecourse Deductions" has the meaning set forth in Sections
1.704-2(b)(1) and (c) of the Regulations and shall be determined in accordance
with Section 1.704-2(c) of the Regulations.

            "Nonrecourse Liabilities" has the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

            "Partner Nonrecourse Debt" has the meaning set forth in Section
1.704-2(b)(4) of the Regulations.

            "Partner Nonrecourse Deductions" has the meaning set forth in
Section 1.704-2(i)(2) of the Regulations and the amount of Partner Nonrecourse
Deductions with respect to particular Partner Nonrecourse Debt shall be
determined in accordance with the rules of Section 1.704-2(i) of the
Regulations.

            "Partners" means the General Partner and the Limited Partners, in
their respective capacities as such.

            "Partnership" means the limited partnership formed under the Act
pursuant to this Agreement and any successor thereto.

            "Partnership Interest" means the ownership interest in the
Partnership representing a Capital Contribution, and includes any and all
benefits to which the holder of such a Partnership Interest may be entitled
pursuant to this Agreement, together with all obligations of such Person to
comply with the terms and conditions of this Agreement.

            "Partnership Minimum Gain" has the meaning set forth in Section
1.704-2(b)(2) of the Regulations, and the amount of Partnership Minimum Gain
(and any net increase or decrease thereof) for a Fiscal Year shall be determined
in accordance with Section 1.704-2(d) of the Regulations.

            "Partnership Record Date" means the record date established by the
General Partner for the distribution of Partnership cash pursuant to Section 5.1
hereof.

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            "Person" means any natural person, sole proprietorship, corporation,
general or limited partnership, limited liability company, trust, business
trust, real estate investment trust, joint venture, association, unincorporated
organization or other form of entity.

            "Preferred Return" means an amount equal to a 10% per annum return
on the capital contributed to the Partnership by the Limited Partners pursuant
to subsection 3.2(b) hereof and not theretofore returned to the Limited
Partners. The Preferred Return shall be calculated on a daily basis on the basis
of a 360-day year and shall be cumulative but not compounded.

            "Profits," "Loss" or "Losses" means, for any period, an amount equal
to the Partnerships's taxable income or loss for such period as determined for
federal income tax purposes by the Accountants, determined in accordance with
Sections 703(a) and 704(b) of the Code (with, for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a) of the Code included in taxable income or loss), with the
following adjustments:

                  (a)   All income of the Partnership, if any, that is exempt
      from federal income tax and not otherwise taken into account in computing
      Profits or Losses pursuant to this definition shall be added to such
      taxable income or loss;

                  (b)   All expenditures of the Partnership, if any, described
      in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to
      organize the Partnership (unless an election is made pursuant to Section
      709(b) of the Code) or to promote the sale of interests in the Partnership
      and by treating deductions for losses incurred in connection with the sale
      or exchange of Partnership property disallowed pursuant to Section
      267(a)(1) or Section 707(b) of the Code, if any, as expenditures described
      in Section 705(a)(2)(B) of the Code) and not otherwise taken into account
      in computing Profits and Losses pursuant to this definition shall be
      subtracted from such taxable income or loss;

                  (c)   In lieu of depreciation, amortization and other cost
      recovery deductions taken into account in computing total income or loss,
      there shall be taken into account Depreciation for such period;

                  (d)   Gain or loss resulting from any disposition of
      Partnership property with respect to which gain or loss is recognized for
      federal income tax purposes shall be computed by reference to the Gross
      Asset Value of such property rather than its adjusted tax basis;

                  (e)   In the event that the Gross Asset Value of any
      Partnership asset is adjusted pursuant to this Agreement, the amount of
      such adjustment shall be taken into account as gain or loss from the
      disposition of such asset for purposes of computing Profits or Losses, and
      to the extent that an adjustment to the adjusted tax basis of any
      Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code
      is required by Sections 1.704-1(b)(2)(iv)((m)(2) or (4) of the Regulations
      to be taken into account in determining Capital Accounts as a result of a
      distribution other than in liquidation of a Partner's Partnership
      Interest, the amount of such adjustment shall be treated as an item of
      gain (if the adjustment increases the basis of the asset) or loss (if the
      adjustment decreases the basis of the asset) for purposes of computing
      Profits or Losses and adjusting the Capital Accounts; and

                  (f)   All items specially allocated pursuant to Sections 4.2
      or 4.3 hereof shall not be taken into account in computing Profits or
      Losses.

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The amounts of the items of Partnership income, gain, loss or deduction
available to be specially allocated pursuant to Sections 4.2 and 4.3 hereof
shall be determined by applying rules analogous to those set forth in paragraphs
(a) through (f) immediately above.

            "Regulations" means the income tax regulations promulgated under the
Code, whether in final or temporary form, as amended and as the same may
hereafter be amended from time to time (including corresponding provisions of
succeeding regulations).

            "Regulatory Allocations" has the meaning set forth in Section 4.3
hereof.

            "REIT" means a real estate investment trust as defined in Section
856 of the Code.

            "REIT Requirements" means the requirements (i) for LTC to qualify as
a REIT under the Code and Regulations and to avoid any federal income or excise
tax liability; and (ii) for the General Partner to qualify as a "qualified REIT
subsidiary" under the Code and the Regulations. "REIT Requirements" also
includes the ownership limitation provisions set forth in LTC's certificate of
incorporation.

            "REIT Shares" means the shares of common stock, par value $.01 per
share, of LTC.

            "Restricted Entity" means any "employee benefit plan" as defined in
and subject to ERISA, any "plan" as defined in and subject to Section 4975 of
the Code, or any entity any portion or all of the assets of which are deemed
pursuant to United States Department of Labor Regulation Section 2510.3-101 or
otherwise pursuant to ERISA or the Code to be, for any purpose of ERISA or
Section 4975 of the Code, assets of any such "employee benefit plan" or "plan"
that invests in such entity.

            "Sale" means any sale or other disposition for value of all or
substantially all of the assets that make up a Facility, but does not include
any borrowing by the Partnership that is secured by all or a portion of such
assets.

            "Sale Expenses" means costs and expenses incurred by the Partnership
in connection with a Sale, including fees and expenses of attorneys,
accountants, appraisers and brokers, sales and transfer taxes, insurance costs
and other expenses; provided, however, that Sale Expenses do not included
payments of principal, interest or other amounts due from the Partnership as a
result of such Sale in respect of indebtedness secured by the Facility sold.

            "Sale Price" means, as to any Sale, the sum of (x) the Allocated
Purchase Price of that Facility, (y) the total amount of Capital Expenditures
made with respect to that Facility prior to the Sale and (z) the Sale Expenses
incurred by the Partnership in connection with that Sale. Sale Price and Sale
Expenses shall be determined on an aggregate basis with respect to any two or
more Facilities sold to a single purchaser (or group of affiliated purchasers)
in one or a series of related transactions.

            "Sale Proceeds" means, as to any Sale, the total proceeds actually
received by the Partnership from that Sale either in cash or through the
assumption of debt. Sale Proceeds shall be calculated on an aggregate basis with
respect to any two or more Facilities sold to a single purchaser (or group of
affiliated purchasers) in one or a series of related transactions.

            "Seller" means Houston Nursing Home Associates Limited Partnership,
a Texas limited partnership.

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            "Tax Items" has the meaning set forth in subsection 4.4(a) hereof.

            "Termination Date" means September 29, 2040.

            "Transfer," when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which a
Person purports to assign its Partnership Interest or any portion thereof
(including Units) to another Person, and includes a sale, assignment, exchange,
gift, pledge, mortgage or other disposition, by law or otherwise.

            "Unit" means a fractional, undivided share of the Partnership
Interests of all Partners issued hereunder, and is further defined in Section
3.6 hereof.

      ARTICLE 2. Formation and Business of the Partnership; Filings

            2.1   Formation. LTC Subsidiary and the Original Limited Partners
hereby agree to continue the Partnership as a limited partnership pursuant to
the provisions of the Act and on the terms and subject to the conditions set
forth herein.

            2.2   Name. The name of the Partnership shall be LTC Partners V,
L.P., or such other name as the General Partner may from time to time determine.

            2.3   Business. The purpose and nature of the business of the
Partnership is to acquire, own, finance, develop and re-develop, construct,
improve, maintain, operate, lease, manage, sell, exchange, convey, mortgage and
otherwise invest in, deal with or dispose of the Acquired Assets, any and all
properties, businesses and activities related to the Acquired Assets and all
direct and indirect interests therein, and to conduct such other activities as
in the determination of the General Partner may be necessary, desirable or
incidental to or in connection with the foregoing. The Partnership may engage in
any lawful act or activity for which a limited partnership may be organized
under the Act (provided that such act or activity is in furtherance of the
foregoing purposes), including, without limitation, the execution, delivery and
performance of the Partnership's obligations under the Exchange Rights Agreement
and the performance of the Partnership's obligations under the Contribution
Agreement and each other contract provided for or contemplated by the
Contribution Agreement.

            2.4   REIT Requirements. Notwithstanding the provisions of Section
2.3 hereof or any other provision of this Agreement, the Partnership shall not
engage in any act or activity that the General Partner determines (i) could
adversely affect the ability of LTC to continue to qualify as a REIT, (ii) could
subject LTC to any additional tax under Section 857 or Section 4981 of the Code
or other potentially adverse consequence under the Code, (iii) could otherwise
violate the REIT Requirements, or (iv) could violate any law or regulation of
any governmental body or agency having jurisdiction over LTC or its securities,
unless such act or activity shall have been specifically consented to by the
General Partner in writing. Nothing in this Section 2.4 shall, however, waive or
in any way limit the Partnership's obligation pursuant to subsection 5.1 (a)
hereof to distribute to the Limited Partners with respect to each Distribution
Period cash in an aggregate amount equal to the Preferred Return for that
Distribution Period.

            2.5   Principal Place of Business. The principal place of business
of the Partnership shall be located at 300 Esplanade Drive, Suite 1860, Oxnard,
CA 93030, or such other place as may be selected from time to time by the
General Partner; provided, however, that the General Partner shall notify the
Limited Partners of any change in the location of the principal place of
business of the Partnership within 30 days thereafter.

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            2.6   Registered Agent and Registered Office. The registered agent
for service of process on the Partnership shall be The Corporation Trust
Company, and the registered office of the Partnership in the State of Delaware
shall be at c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801; provided, however, that the General
Partner may change the registered agent and/or the registered office of the
Partnership from time to time to such other Person and/or such other location as
the General Partner shall determine. The General Partner shall notify the
Limited Partners of any change in the registered agent or the registered office
of the Partnership within 30 days thereafter.

            2.7   Term. The Partnership's term shall continue through the close
of business on the Termination Date, unless the Partnership is sooner dissolved,
or the term of the Partnership is extended, pursuant to Article 9 hereof.

            2.8   Filings. The General Partner shall execute, acknowledge,
record and file, at the expense of the Partnership, any and all such amendments
to the Certificate as the General Partner deems necessary or appropriate and all
such requisite fictitious name statements and notices in all such jurisdictions
as the General Partner determines may be necessary to cause the Partnership to
be treated as a limited partnership under, and otherwise to comply with, the
laws of each jurisdiction in which the Partnership conducts business. The
Partners, acting directly or through an attorney-in-fact, shall execute and
deliver all such other certificates, instruments and other documents, make all
such other filings and do all such other acts as in each case shall, in the
judgment of the General Partner, be required by applicable law or otherwise
necessary or appropriate for the formation and operation of the Partnership and
the qualification of the Partnership to do business in any and all jurisdictions
in which the Partnership conducts business.

            2.9   Power of Attorney. Each Limited Partner hereby constitutes and
appoints the General Partner and its authorized officers and attorneys-in-fact
of each of them, and each of said Persons acting singly, in each case with full
power of substitution, as such Limited Partner's true and lawful agent and
attorney-in-fact, with full power and authority in such Limited Partner's name,
place and stead, to make, execute, swear to, acknowledge, deliver and to the
extent appropriate to publish, file and record in the appropriate public
offices:

                  (a)   any and all certificates, agreements, instruments and
      other documents that the General Partner deems necessary or appropriate
      (i) to form, qualify or continue the existence or qualification of the
      Partnership as a limited partnership (or a partnership in which the
      limited partners have limited liability) in the State of Delaware and in
      all other jurisdictions in which the Partnership conducts business
      (including, without limitation, the Certificate and all amendments or
      restatements thereof); (ii) to reflect any amendment or other modification
      or restatement of this Agreement adopted in accordance herewith or to
      correct any mistake, omission or inconsistency or cure any ambiguity
      herein; (iii) to effect or reflect the admission, withdrawal or
      substitution of any Partner pursuant to the provisions of this Agreement
      or the making or return of any Capital Contribution; and/or (iv) to effect
      or reflect the dissolution and termination of the Partnership and the
      liquidation of the Partnership's assets pursuant to the terms of this
      Agreement (including, without limitation, a certificate of cancellation);
      and

                  (b)   any and all consents, approvals, waivers, certificates,
      agreements, instruments and other documents that the General Partner deems
      necessary or appropriate to evidence or confirm any vote, consent,
      approval, agreement or other action that is made, given or taken by the
      Partners or any of them in accordance with the terms of this Agreement.

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            The power of attorney granted pursuant to this Section 2.9 is
irrevocable and is a special power coupled with an interest, in recognition of
the fact that each of the Partners will be relying upon the power of the General
Partner to act as contemplated by this Agreement in any filing or other action
by the General Partner on behalf of the Partnership, and to the maximum extent
permitted by applicable law, said power of attorney shall survive the death,
incompetency, incapacity, disability, dissolution, termination or Bankruptcy of
a Limited Partner and the assignment or other Transfer of all or any portion of
such Limited Partner's Partnership Interest, and shall extend to and be binding
upon such Limited Partner's heirs, successors, assigns and personal
representatives.

      ARTICLE 3. Partners and Partnership Interests; Capital Contributions

            3.1   Partners. As of the execution and delivery hereof, the General
Partner of the Partnership is LTC Subsidiary and the Limited Partners of the
Partnership are the Original Limited Partners, each of whom is hereby admitted
to the Partnership.

            3.2   Initial Capital Contributions. As of the execution and
delivery hereof, LTC Subsidiary is contributing to the Partnership, in readily
available funds, such amount as is required by the Partnership to complete the
purchase of a 100% undivided interest in the Acquired Assets pursuant to the
Contribution Agreement, to pay all costs incidental to such purchase and to
provide such initial working capital for the Partnership as the General Partner
determined to be necessary for the conduct of the Partnership's business. The
cash contributed to the Partnership by LTC Subsidiary pursuant to this Section
3.2 is set forth on Schedule B hereto.

            As of the execution and delivery hereof, Seller is conveying to the
Partnership, pursuant to the Contribution Agreement and on behalf of the
Original Limited Partners, an aggregate undivided ownership interest in the
Acquired Assets of 100%, subject to the indebtedness encumbering such assets.

            3.3   Additional Capital Contributions. No Partner shall have any
obligation to make any Capital Contribution to the Partnership after the date
hereof, even if the failure to do so could result in the Bankruptcy of, or any
other adverse consequence to, the Partnership. Any such additional Capital
Contribution that the General Partner may desire to make to the Partnership
shall be made only with the consent of a Majority-in-Interest of the Limited
Partners. Except for the aforesaid Capital Contributions, any and all sums
advanced to the Partnership by the General Partner or any of its Affiliates
(other than loans made pursuant to Section 5.2 hereof, which loans shall be
governed by the provisions of that Section) shall be deemed loans to the
Partnership. Each such loan at the General Partner's election shall be evidenced
by a promissory note in form and substance satisfactory to the General Partner.
The principal amount of each such loan (i) shall bear interest at an annual rate
equal to the Prime Rate (as published in the Western Edition of the Wall Street
Journal) as from time to time in effect plus one percentage point, with interest
payable monthly in arrears, and (ii) shall be due and payable in full on demand
of the Person making such loan; provided, however, that if demand is made prior
to the first anniversary of the making of the loan and prior to the dissolution
of the Partnership, but only from and to the extent of Partnership cash
available for distribution to the Partners in excess of the cash required to pay
the Preferred Return for the Distribution Period immediately preceding the
Distribution Period in which the demand is made.

            3.4   Capital Accounts. A separate book account shall be established
and maintained with respect to each Partner's interest in the Partnership's
capital in accordance with the following provisions:

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                  (a)   To each Partner's Capital Account there shall be
      credited such Partner's Capital Contributions, such Partner's distributive
      share of Profits and all other items, if any, of Partnership income or
      gain allocated to such Partner, the amount of all Partnership liabilities,
      if any, that are assumed by such Partner or that are secured by any
      property distributed to such Partner, and all other items, if any, in the
      nature of income or gain that are allocated to such Partner pursuant to
      Sections 4.1, 4.2 or 4.3 hereof; and

                  (b)   To each Partner's Capital Account there shall be debited
      (i) the amount of cash distributed to such Partner, (ii) such Partner's
      distributive share of Losses, the Gross Asset Value of any Partnership
      asset distributed by the Partnership to such Partner pursuant to any
      provision of this Agreement (net of the aggregate amount of Partnership
      liabilities, if any, that are assumed by such Partner in respect of, or
      that are secured by, such distributed property), (iii) to the extent not
      otherwise included in calculating a Partner's Capital Contribution, the
      amount of all liabilities, if any, of such Partner that are assumed by the
      Partnership, and (v) all other items, if any, in the nature of expenses or
      losses that are allocated to such Partner pursuant to Sections 4.1, 4.2 or
      4.3 hereof.

            The Capital Account balances of the Partners as of the date hereof
are set forth on Schedule B hereto.

            In the event that all or any part of a Partnership Interest or any
one or more Units are "transferred" within the meaning of Section 1.704-1
(b)(2)(iv)(f) of the Regulations, the transferee shall succeed to the Capital
Account of the transferor to the extent that such Capital Account relates to the
Partnership Interest (or portion thereof) so transferred.

            The foregoing provisions of this Section 3.5 and other provisions of
this Agreement relating to the maintenance of the Capital Accounts are intended
to comply with the maintenance of capital account provisions of Section 1.704-1
(b) of the Regulations and shall be interpreted and applied in a manner
consistent therewith. In the event the General Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts, or any one or
more debits or credits thereto (including, without limitation, debits or credits
relating to liabilities that are secured by contributed or distributed property
or that are assumed by the Partnership or any Partner), are computed in order to
comply with such Regulations, the General Partner may make such modification,
provided that the General Partner has provided that such modification is not
likely to have a material economic effect on any Partner. The General Partner
also shall (i) make all adjustments, if any, that are necessary or, in the
judgment of the General Partner, appropriate to maintain the proper proportions
of the Capital Accounts and the amount of Partnership capital reflected on the
Partnership's balance sheet, as computed for book purposes, in accordance with
Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make all modifications, if
any, that the General Partner deems appropriate in the event there occur one or
more unanticipated events that might otherwise cause this Agreement not to
comply with Regulations Section 1.704-1(b).

            3.5   No Interest on or Return of Capital Contribution. No Partner
shall be entitled to interest on such Partner's Capital Contribution or the
balance in such Partner's Capital Account. Except as specifically provided
herein or as required by applicable law, no Partner shall have any right to
demand, withdraw or receive such Partner's Capital Contribution or any Capital
Account balance.

            3.6   Units. In consideration of the Capital Contributions being
made concurrently herewith on behalf of the Limited Partners and the other
transactions being consummated concurrently herewith, LTC Subsidiary and each
Original Limited Partner is being

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issued the number of Units set forth adjacent to such Partner's name on Schedule
B hereto. At such time as any one or more Units are Transferred (including, but
not limited to, pursuant to the Exchange Rights Agreements), there shall be
transferred to the Transferee a Partnership Interest and an amount of the
transferor's Capital Account equal to the Capital Account balance of the
transferor immediately prior to the Transfer multiplied by a fraction, the
numerator of which is the number of Units so Transferred and the denominator of
which is the total number of Units held by the transferor immediately prior to
the Transfer.

            In addition to setting forth the Capital Account balances of the
Partners as of the date hereof, Schedule B hereto shall set forth the number of
Units held by the Limited Partners from time to time, and upon the issuance of
new Units or the Transfer or cancellation of issued and outstanding Units, the
General Partner shall cause Schedule B to be amended or restated as necessary to
reflect the then current ownership of Units.

      ARTICLE 4. Allocations of Partnership Items

            The Profits, Losses and other Partnership items of income, gain,
loss and deduction shall be allocated to the Partners pursuant to the provisions
of this Article 4.

            4.1   Allocation of Profits and Losses.

                  (a)   Except as otherwise provided in this Article 4, Profits
      for each Fiscal Year shall be allocated to the Partners as follows:

                        (i)   First, 100% to the Limited Partners in proportion
            to their respective Capital Account balances until the Limited
            Partners have been allocated pursuant to this paragraph 4.1(a)(i)
            Profits in an aggregate amount equal to the amount of the excess, if
            any, of all distributions made pursuant to subsection 5.1(a) hereof
            over all prior allocations of Profits to the Limited Partners
            pursuant to this paragraph 4.1(a)(i);

                        (ii)  Second, 100% to the Limited Partners in proportion
            to their respective Capital Account balances until the Limited
            Partners have been allocated pursuant to this paragraph 4.1(a)(ii)
            Profits in an aggregate amount equal to the amount of the excess, if
            any, of all distributions made pursuant to subsection 5.1(b) hereof
            over all prior allocations of Profits to the Limited Partners
            pursuant to this paragraph 4.1(a)(ii);

                        (iii) Third, 100% to the Limited Partners in proportion
            to their respective Capital Account balances until the Limited
            Partners have been allocated pursuant to this paragraph 4.1(a)(iii)
            Profits in an aggregate amount equal to the amount of the excess, if
            any, of all distributions made pursuant to subsection 5.1(c) hereof
            over all prior allocations of Profits to the Limited Partners
            pursuant to this paragraph 4.1(a)(iii);

                        (iv)  Fourth, 100% to the Limited Partners in proportion
            to their respective Capital Account balances until the Limited
            Partners have been allocated pursuant to this paragraph 4.1(a)(iv)
            Profits in an aggregate amount equal to the amount of the excess, if
            any, of all distributions made pursuant to subsection 5.1(d) hereof
            over all prior allocations of Profits to the Limited Partners
            pursuant to this paragraph 4.1(a)(iv); and

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                        (v)   Thereafter, 100% to the General Partner.

                  (b)   Losses for each Fiscal Year shall be allocated 100% to
      the General Partner.

            4.2   Special Allocations. Notwithstanding any provision of Section
4.1 hereof to the contrary, the following special allocations shall be made in
the following order:

                  (a)   Except as otherwise provided in Section 1.704-2(f) of
      the Regulations, notwithstanding any other provision of this Article 4, if
      there is a net decrease in Partnership Minimum Gain for any Fiscal Year
      (except as a result of conversion or refinancing of Partnership
      indebtedness, certain capital contributions or revaluation of the
      Partnership property as further outlined in Section 1.704-2(f) of the
      Regulations), each Partner shall be specially allocated items of
      Partnership income and gain for such Fiscal Year (and, if necessary,
      subsequent Fiscal Years) in an amount equal to that Partner's share of the
      net decrease in Partnership Minimum Gain as determined under Section
      1.704-2(g) of the Regulations. The items to be so allocated shall be
      determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of
      the Regulations, and the allocations to be so made shall be made in
      proportion to the respective amounts required to be allocated to each
      Partner pursuant thereto. This subsection 4.2(a) is intended to comply
      with the minimum gain chargeback requirement in Section 1.704-2(f) of the
      Regulations and shall be interpreted consistently therewith.

                  (b)   Except as otherwise provided in Section 1.704-2(i)(4) of
      the Regulations, notwithstanding any other provision of this Article 4
      other than subsection 4.2(a), if there is a net decrease in Minimum Gain
      Attributable to Partner Nonrecourse Debt during any Fiscal Year (other
      than due to the conversion, refinancing or other change in the debt
      instrument causing such debt to become partially or wholly nonrecourse,
      certain capital contributions, or certain revaluations of Partnership
      property (as further outlined in Section 1.704-2(i)(4) of the
      Regulations), each Partner shall be specially allocated items of
      Partnership income and gain for such Fiscal Year (and, if necessary,
      subsequent Fiscal Years) in an amount equal to such Partner's share of the
      net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt,
      as determined under Section 1.704-2(g) of the Regulations. The items to be
      so allocated shall be determined in accordance with Sections 1.704-2(i)(4)
      and 1.704-2(j)(2) of the Regulations. This subsection 4.2(b) is intended
      to comply with the minimum gain chargeback requirement with respect to
      Partner Nonrecourse Debt contained in Section 1.704-2(i)(4) of the
      Regulations and shall be interpreted consistently therewith.

                  (c)   In the event any Partner unexpectedly receives in
      respect of any Fiscal Year any adjustment, allocation or distribution
      described in Section 1.704- l(b)(2)(ii)(d)(4), (5) or (6) of the
      Regulations and such Partner has an Adjusted Capital Account Deficit,
      items of Partnership income and gain for such Fiscal Year (and, if
      necessary, subsequent Fiscal Years) shall be specially allocated to such
      Partner in an amount and manner sufficient to eliminate the Adjusted
      Capital Account Deficit as quickly as possible; provided, however, that an
      allocation pursuant to this subsection 4.2(c) shall be made only if and to
      the extent that such Partner would have Adjusted Capital Account Deficit
      after all other allocations provided for in this Article 4 have been
      tentatively made as if this subsection 4.2(c) was not in this Agreement.
      This subsection 4.2(c) is intended to constitute a "qualified income
      offset" under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall
      be interpreted consistently therewith.

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                  (d)   In the event any Partner has a deficit Capital Account
      at the end of any Fiscal Year that is in excess of the sum of (i) the
      amount such Partner is obligated to restore pursuant to any provision of
      this Agreement, and (ii) the amount such Partner is deemed to be obligated
      to restore pursuant to the penultimate sentences of Sections 1.704-
      2(g)(1) and 1.704-2(i)(5) of the Regulations, such Partner shall be
      specially allocated items of Partnership income and gain for such Fiscal
      Year (and, if necessary, subsequent Fiscal Years) in the amount of such
      excess as quickly as possible; provided, however, that an allocation
      pursuant to this subsection 4.2(d) shall be made only if and to the extent
      that such Partner would have a Capital Account deficit in excess of such
      sum after all other allocations provided for in this Article 4 have been
      made as if subsection 4.2(c) hereof and this subsection 4.2(d) were not in
      this Agreement.

                  (e)   Nonrecourse Deductions for any Fiscal Year shall be
      specially allocated to Partners as determined by the General Partner in
      accordance with the Regulations. A Partner's share of nonrecourse
      liabilities shall be determined in accordance with Section 1.752 of the
      Regulations. The Partners hereby agree that: (i) in accordance with
      Section 1.752-3(a)(2) of the Regulations, the Limited Partners shall be
      allocated a portion of the nonrecourse liabilities of the Partnership
      equal to the amount of taxable gain that would be allocated to them under
      Section 704(c) of the Code if the Partnership disposed of (in a taxable
      transaction) any property contributed by them or on their behalf to the
      Partnership (including under the Contribution Agreement), subject to the
      nonrecourse liabilities encumbering such property in full satisfaction of
      such liabilities and for no other consideration; and (ii) any excess
      nonrecourse liabilities of the Partnership described in Section
      1.752-3(a)(3) of the Regulations shall be allocated among the Partners
      using any reasonable method selected by the General Partner that is
      permitted under Section 1.752-3(a)(3) of the Regulations.

                  (f)   Partner Nonrecourse Deductions for any Fiscal Year shall
      be specially allocated to the Partner that bears the economic risk of loss
      with respect to the Partner Nonrecourse Debt to which such Partner
      Nonrecourse Deductions are attributable (as determined under Sections
      1.704-2(b)(4) and 1.704.2(i)(1) of the Regulations).

                  (g)   To the extent an adjustment to the adjusted tax basis of
      any Partnership asset pursuant to Section 734(b) or Section 743(b) of the
      Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m)(2) or Section
      1.704-1(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in
      determining the Capital Accounts, the amount of such adjustment to the
      Capital Accounts shall be treated as an item of gain (if the adjustment
      increases the basis of the asset) or loss (if the adjustment decreases
      such basis) and such gain or loss shall be specially allocated to Partner
      in accordance with their respective Capital Account balances in a manner
      consistent with the manner in which the Capital Accounts are required to
      be adjusted pursuant to such sections of the Regulations.

                  (h)   Notwithstanding anything to the contrary contained
      herein, the General Partner (or if there is more than one General Partner,
      all of the General Partners as a group) shall be allocated not less than
      1% of each material item of Partnership income, gain, loss, deduction and
      credit at all times during the existence of the Partnership; provided,
      however, that temporary nonconformance with the provisions of this Section
      4.2(h) shall be permitted to the extent permitted by Revenue Procedure
      89-12 or any successor provision.

            4.3   Curative Allocations. The allocations set forth in Section 4.2
(the "Regulatory Allocations") are intended to comply with certain requirements
of the Regulations.

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The Partners intend that, to the extent possible, all Regulatory Allocations
shall be offset either with other Regulatory Allocations or with special
allocations of other items of partnership income, gain, loss or deduction
pursuant to this Section 4.3. Therefore, notwithstanding any other provision of
this Article 4 (other than the Regulatory Allocations), the General Partner
shall make such offsetting special allocations of Partnership income, gain, loss
or deduction in whatever manner the General Partner determines appropriate so
that, to the extent possible, after such offsetting allocations are made, each
Partner's Capital Account balance is equal to the Capital Account balance that
Partner would have had if the Regulatory Allocations were not part of this
Agreement and all Partnership items were allocated pursuant to Section 4.1
hereof. In exercising its discretion under this Section 4.3, the General Partner
shall take into account future Regulatory Allocations under subsections 4.2(a)
and (b) hereof that, although not yet made, are likely to offset other
Regulatory Allocations previously made under subsections 4.2(e) and (f) hereof.

            4.4   Tax Allocations.

                  (a)   Subject to subsections 4.4(b),(c) and (d) hereof, items
      of income, gain, loss and deduction and tax credits to be allocated for
      federal income tax purposes (collectively, "Tax Items") shall be allocated
      among the Partners as nearly as possible to the manner in which such items
      are allocated for purposes of determining the Capital Account balances
      pursuant to Section 4.1 hereof.

                  (b)   If any portion of gain from a Sale or other sale of
      Partnership property is treated as gain that is ordinary income by virtue
      of the application of Sections 1245 or 1250 of the Code ("Affected Gain"),
      then (i) such Affected Gain shall be allocated among the Partners in the
      same proportion as the depreciation and amortization deductions giving
      rise to the Affected Gain were allocated, and (ii) other Tax Items of gain
      of the same character that would have been recognized but for the
      application of Sections 1245 and/or 1250 of the Code shall be allocated
      away from those Partners who are allocated Affected Gain pursuant to
      clause (i) immediately above so that, to the extent possible, the other
      Partners are allocated the same amount and type of capital gain as would
      have been allocated to those Partners had Sections 1245 and/or 1250 of the
      Code not applied. For purposes of this subsection 4.4(b), in order to
      determine the proportionate allocations of depreciation and amortization
      deductions for each Fiscal Year, such deductions shall be deemed allocated
      on the same basis as Profits or Losses for such Fiscal Year.

                  (c)   In accordance with Section 704(c) of the Code and the
      Regulations thereunder, income, gain, loss and deduction with respect to
      any property contributed to the capital of the Partnership shall, solely
      for tax purposes, be allocated among the Partners so as to take account of
      a variation between the adjusted basis of such property to the Partnership
      for federal income tax purposes and its initial Gross Asset Value. In the
      event the Gross Asset Value of any Partnership asset is adjusted,
      subsequent allocations of income, gain, loss and deduction with respect to
      such asset shall take account of any variation between the adjusted basis
      of such asset for federal income tax purposes and its Gross Asset Value in
      the same manner as under section 704(c) of the Code and the Regulations
      thereunder. Any and all elections or other decisions relating to such
      allocations shall be made by the General Partner in any manner that
      reasonably reflects the purpose and intention of this Agreement.
      Allocations pursuant to this subsection 4.4(c) are solely for purposes of
      federal, state, and local taxes and shall not affect, or in any way be
      taken into account in computing, any Partner's Capital Account or share of
      Profits, Losses, other similar items or distributions pursuant to any
      provision of this Agreement. In addition, the General Partner may make
      curative allocations for the

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      purpose of offsetting the effect of the "ceiling rule" in any manner
      permitted by the Regulations, including, but not limited to, in the manner
      permitted by Regulations Section 1.704-3(c) and Section 1.704-3T.

                  (d)   Partnership tax credits and other similar items shall be
      allocated to Partners in accordance with their respective Capital Account
      balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the
      Regulations (or other applicable provisions of the Code and Regulations)
      and otherwise in accordance with such provisions.

            4.5   Varying Interests. In the event the number of Units
outstanding during a Fiscal Year changes, allocations pursuant to this Article 4
shall be made by the General Partner so as to take such varying interests into
account in any reasonable manner permitted under the Code and the Regulations.

            4.6   Allocations Between Transferor and Transferee. If a Partner
Transfers any part or all of such Partner's Partnership Interest during a Fiscal
Year and the transferee is admitted as a substitute Partner as provided herein,
the distributive shares of the various items of Profits, Losses and all other
items of Partnership income, gain, loss or deduction allocable among the
Partners with respect to such Fiscal Year shall be allocated between the
transferor Partner and the substitute Partner at the discretion of the General
Partner either (i) as if the applicable Fiscal Year had ended on the date of the
Transfer, or (ii) based on the number of days of such Fiscal Year that each was
a Partner without regard to the results of Partnership activities in the
respective portions of such Fiscal Year in which the transferor and the
transferee were Partners.

      ARTICLE 5. Distributions

            5.1   Distributions. The General Partner shall cause the Partnership
to distribute with respect to each Distribution Period, to the Partners who are
Partners on the Partnership Record Date with respect to such distribution and no
later than 30 days after the end of such Distribution Period, Partnership cash
as follows:

                  (a)   First, 100% to the Limited Partners, in proportion to
      their respective Capital Account balances on such Partnership Record Date,
      until the Limited Partners have been distributed pursuant to this
      subsection 5.1 (a) an amount equal to the accrued and unpaid Preferred
      Return for such Distribution Period and all prior Distribution Periods;

                  (b)   Second, 100% to the Limited Partners, in proportion to
      their respective Capital Account balances on such Partnership Record Date,
      until the Limited Partners have been distributed pursuant to this
      subsection 5.1 (b) an amount equal to 10% of Cash Flow from Operations for
      such Distribution Period;

                  (c)   Third, if during such Distribution Period any Facility
      was sold and the entire purchase price was paid to the Partnership at
      closing either entirely in cash or through a combination of cash and
      assumption of debt, 100% to the Limited Partners, in proportion to their
      respective Capital Account balances on such Partnership Record Date, until
      the Limited Partners have been distributed pursuant to this subsection
      5.1(c) an amount equal to 10% of the Gain on Sale resulting from the Sale,
      if any;

                  (d)   Fourth, if during such Distribution Period any Sale
      Proceeds were received in respect of a Sale in which the entire purchase
      price was not paid to the

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      Partnership at closing either entirely in cash or through a combination of
      cash and assumption of debt and the Sale Proceeds so received, together
      with all Sale Proceeds received by the Partnership with respect to such
      Sale in any prior Distribution Period, exceed the applicable Sales Price,
      100% to the Limited Partners, in proportion to their respective Capital
      Account balances on such Partnership Record Date, until the Limited
      Partners have been distributed pursuant to this subsection an amount that,
      together with all prior distributions made pursuant to this subsection
      5.1(d) with respect to prior Distribution Periods, equals 10% of the Gain
      on Sale, if any, resulting from such Sale; and

                  (e)   Thereafter, 100% to the General Partner.

            5.2   Certain Loans and Offset. If and to the extent that the
Partnership would not otherwise have available with respect to any Distribution
Period sufficient cash to distribute to the Limited Partners cash in an amount
equal to the Preferred Return for that period, the Partnership shall borrow the
deficit amount from LTC. Each such loan shall be evidenced by a promissory note
in form and substance satisfactory to LTC and the General Partner, shall be non-
interest bearing and unsecured, and shall be due and payable to LTC on demand
but only from and to the extent of Partnership cash available for distribution
to the Partners in excess of the cash required to pay the Preferred Return for
the Distribution Period immediately preceding the Distribution Period in which
the demand is made.

            Notwithstanding the provisions of this Section 5.2, the Partnership
shall have the right, at the election of the General Partner, to offset and
credit against amounts that would otherwise be required to be distributed to the
Limited Partners pursuant to subsection 5.1 (a) hereof, on a dollar-for-dollar
basis, accrued and unpaid interest on loans then outstanding pursuant to the
Loan Agreement.

            5.3   REIT Distribution Requirements. Unless the General Partner
determines that such a distribution would not be in the best interests of the
Partnership, it is the intent, but not the obligation, of the Partnership that a
cash distribution shall be made for each Fiscal Year of the Partnership to
enable the General Partner to pay a dividend to LTC in an amount sufficient
(together with all other funds available to LTC for such purpose) to allow LTC
(i) to meet LTC's distribution requirement for qualification as a REIT as set
forth in Section 857(a)(1) of the Code, and (ii) to avoid the excise tax imposed
by Section 4981 of the Code.

            5.4   Limitations on Distributions. Notwithstanding any other
provision of this Agreement:

                  (a)   In no event may a Partner receive a distribution of cash
      with respect to a Unit if such Partner is entitled to receive a dividend
      out of the General Partner's share of such cash (as distributed to LTC)
      with respect to a REIT Share for which all or a part of such Unit has been
      exchanged pursuant to the Exchange Rights Agreements.

                  (b)   Other than in connection with distributions made
      pursuant to Section 5.5 hereof, no Partner shall be entitled to demand
      property other than cash in connection with any distribution by the
      Partnership.

                  (c)   No distribution shall be made that includes a return of
      all or part of a Partner's Capital Contribution unless after giving effect
      to the return of a Capital Contribution, all Partnership liabilities,
      other than the liabilities to a Partner for the return of that Partner's
      Capital Contribution, do not exceed the fair market value of the
      Partnership's assets.

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            5.5   Distributions Upon Liquidation.

            (a)   Upon dissolution of the Partnership, concurrently with the
payment of the Partnership's debts, obligations and liabilities owing to
creditors and the expenses of dissolution and liquidation of the Partnership's
assets, the General Partner shall set up such reserves as the General Partner
deems necessary for the discharge of any and all liabilities or obligations of
the Partnership. Said reserves may be paid over by the General Partner to a
bank, to be held in escrow for the purpose of paying any such liabilities or
obligations, and at the expiration of such period as the General Partner may
deem advisable, such reserves shall be distributed to the Partners or their
assigns in the manner set forth below.

            After payment of, or adequate provision for, debts, obligations and
liabilities of the Partnership (including all contingent liabilities and
obligations and all loans made by Partners, if any), all remaining assets of the
Partnership, or the proceeds therefrom, if any, shall be distributed to the
Partners in accordance with the positive balances in their respective Capital
Accounts. For purposes of this subsection 5.5(a), the Capital Account balances
shall be determined after all allocations, distributions and adjustments made in
accordance with Article 4 and Section 5.1 resulting from Partnership operations
and from all Sales and all other dispositions, if any, of all or any part of the
Partnership's assets.

            (b)   If upon the liquidation of the Partnership's assets and
distribution of the proceeds thereof as described above, the General Partner's
Capital Account has a deficit balance (after giving effect to all contributions,
distributions and allocations for all Fiscal Years, including the Fiscal Year
during which such liquidation occurs), such Partner shall contribute to the
capital of the Partnership the amount necessary to restore such deficit balance
to zero in compliance with Regulations Section 1.704-1 (b)(2)(ii)(b)(3), and
such cash shall be distributed by the Partnership in accordance with subsection
5.5(a) hereof.

            (c)   Notwithstanding anything contained in this Article 5 to the
contrary, to the extent that Partnership assets to be distributed to the
Partners upon liquidation consist of assets of a type or form other than cash,
the types and forms of such assets distributed shall be allocated in an
equitable manner among the Partners entitled thereto, in the proportions and
amounts provided for herein, such that each Partner shall, except for immaterial
variances, receive the same type or form of assets upon liquidation. At such
time as the distributions provided for in this Article 5 have been completed,
all then outstanding Units, if any shall be cancelled.

      ARTICLE 6. Management of the Partnership

            6.1   Rights. Powers and Duties of General Partner.

                  (a)   The General Partner shall be responsible for the
      management of the Partnership's assets, business and affairs. Except as
      otherwise herein expressly provided, the General Partner shall have, and
      is hereby granted, full and complete power and authority, and exclusive
      discretion, to manage and control the business and affairs of the
      Partnership and take any and all such actions for and on behalf of the
      Partnership and in the Partnership's name as the General Partner shall
      deem necessary or appropriate to conduct the Partnership's business and to
      carry out the purposes for which the Partnership was organized. Without
      limiting the generality of the foregoing, except as otherwise expressly
      provided herein, the General Partner shall, on behalf of and at the
      expense of the Partnership, have the right, power and authority:

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                        (i)   to manage, control, invest, reinvest, acquire by
            purchase, lease or otherwise, sell, contract to purchase or sell,
            grant, obtain or exercise options to purchase, options to sell or
            conversion rights, assign, transfer, convey, deliver, endorse,
            exchange, pledge, mortgage, abandon, improve, repair, maintain,
            insure, lease for any term and otherwise deal with any and all
            property of whatsoever kind and nature, and wheresoever situated, in
            furtherance of the business or purposes of the Partnership;

                        (ii)  to acquire, directly or indirectly, interests in
            real estate of any kind and of any type, and any and all kinds of
            interests therein (including, without limitation, entities investing
            therein), and to determine the manner in which title thereto is to
            be held; to manage (directly or through property managers), insure
            against loss, protect and subdivide any of the real estate,
            interests therein or parts thereof; to improve, develop or redevelop
            any such real estate; to participate in the ownership and
            development of any property; to dedicate for public use, to vacate
            any subdivision or part thereof, to re-subdivide, to contract to
            sell, to grant options to purchase or lease, to sell on any terms;
            to convey, mortgage, pledge or otherwise encumber said property, or
            any part thereof; to lease said property or any part thereof from
            time to time, upon any terms and for any period of time, and to
            renew or extend leases, to amend, change or modify the terms and
            provisions of leases and to grant options to lease and options to
            renew leases and options to purchase; to partition or to exchange
            said real property or any part thereof, for other real or personal
            property; to grant easements or charges of any kind; to release,
            convey or assign any right, title or interest in or about or
            easement appurtenant to said property or any part thereof; to
            construct and reconstruct, remodel, alter, repair, add to or take
            from buildings on any property in which the Partnership owns an
            interest; to insure any Person having an interest in or
            responsibility for the care, management or repair of such property;
            to direct the trustee of any land trust to mortgage, lease, convey
            or contract to convey the real estate held in such land trust or to
            execute and deliver deeds, mortgages, notes and any and all
            documents pertaining to the property subject to such land trust or
            in any matter regarding such trust; and to execute assignments of
            all or any part of the beneficial interest in such land trust;

                        (iii) to employ, engage, indemnify or contract with or
            dismiss from employment or engagement Persons to the extent deemed
            necessary or appropriate by the General Partner for the operation
            and management of the Partnership's business, including but not
            limited to contractors, subcontractors, engineers, architects,
            surveyors, mechanics, consultants, accountants, attorneys, insurance
            brokers, real estate brokers and others;

                        (iv)  to enter into contracts on behalf of the
            Partnership, and to cause all administrative and operating costs and
            expenses of the Partnership to be paid;

                        (v)   to borrow or loan money, obtain or make loans and
            advances from and to any Person for Partnership purposes and to
            apply for and secure from or accept and grant to any Person credit
            or accommodations; to contract liabilities and obligations
            (including, without limitation, interest rate swaps, caps and
            hedges) of every kind and nature with or without security; and to
            repay, collect, discharge, settle, adjust, compromise or liquidate
            any such loan, advance, obligation or liability;

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                        (vi)  to grant security interests, mortgage, assign,
            deposit, deliver, enter into sale and leaseback arrangements or
            otherwise give as security or as additional or substitute security
            or for sale or other disposition any and all Partnership property,
            tangible or intangible, including, but not limited to, personal
            property and real estate and interests in land trusts, and to make
            substitutions thereof, and to receive any proceeds thereof upon the
            release or surrender thereof; to sign, execute and deliver any and
            all assignments, deeds, bills of sale and contracts and instruments
            in writing; to authorize, give, make, procure, accept and receive
            moneys, payments, property notices, demands, protests and authorize
            and execute waivers of every kind and nature; to enter into, make,
            execute, deliver and receive agreements, undertakings and
            instruments of every kind and nature; and generally to do any and
            all other acts and things incidental to any of the foregoing or with
            reference to any dealings or transactions that the General Partner
            may deem necessary, proper or advisable to effect or accomplish any
            of the foregoing or to carry out the business and purposes of the
            Partnership;

                        (vii) to acquire and enter into any contract of
            insurance (including, without limitation, general partner liability
            and partnership reimbursement insurance policies) that the General
            Partner may deem necessary or appropriate;

                        (viii) to conduct any and all banking transactions on
            behalf of the Partnership; to adjust and settle checking, savings
            and other accounts with such institutions as the General Partner
            shall deem appropriate; to draw, sign, execute, accept, endorse,
            guarantee, deliver, receive and pay any checks, drafts, bills of
            exchange, acceptances, notes, obligations, undertakings and other
            instruments for or relating to the payment of money in, into or from
            any account in the Partnership's name; to make deposits into and
            withdrawals from the Partnership's bank accounts and to negotiate or
            discount commercial paper, acceptances, negotiable instruments,
            bills of exchange and dollar drafts;

                        (ix)  to demand, sue for, receive and otherwise take
            steps to collect or recover all debts, rents, proceeds, interests,
            dividends, goods, chattels, income from property, damages and all
            other property, to which the Partnership may be entitled or which
            are or may become due the Partnership from any Person; to commence,
            prosecute or enforce, or to defend, answer or oppose, contest and
            abandon all legal proceedings in which the Partnership is or may
            hereafter be interested; and to settle, compromise or submit to
            arbitration any accounts, debts, claims, disputes and matters that
            may arise between the Partnership and any other Person and to grant
            an extension of time for the payment or satisfaction thereof on any
            terms, with or without security;

                        (x)   to acquire interests in and contribute money or
            property to any limited or general partnerships, joint ventures,
            subsidiaries or other entities as the General Partner deems
            desirable;

                        (xi)  to maintain or cause to be maintained the
            Partnership's books and records;

                        (xii) to prepare and deliver, or cause to be prepared
            and delivered, all financial and other reports with respect to the
            operations of the Partnership, and preparation and filing of all tax
            returns and reports;

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                        (xiii) to do all things that are in the determination of
            the General Partner necessary or advisable for the protection and
            preservation of the Partnership's business and assets, and to
            execute and deliver such further instruments and undertake such
            further acts as may be, in the judgement of the General Partner,
            necessary or desirable to carry out the intent and purposes of this
            Agreement and as are not inconsistent with the terms hereof; and

                        (xiv) in general, to exercise all of the general rights,
            privileges and powers permitted to be had and exercised by a general
            partner under the Act.

Without limiting the rights, powers and authority granted to the General Partner
pursuant to this subsection 6.1(a), the General Partner shall give the Limited
Partners not less than 20 calendar days notice in writing prior to any Sale
other than pursuant to Section 5.5 hereof.

            (b)   Notwithstanding any other provision of this Agreement or the
Act, any action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in the good faith belief that such action or omission is
necessary or advisable in order (i) to protect the ability of LTC to continue to
qualify as a REIT or (ii) to prevent LTC from incurring any taxes under Section
857 or Section 4981 of the Code, is expressly authorized under this Agreement
and is deemed approved by all of the Limited Partners; provided, however, that
nothing in this subsection 6.1(b) is intended or shall be construed to authorize
the General Partner to cause the Partnership to omit to distribute cash in the
amount of the Preferred Return as required by Section 5.1 hereof.

            6.2   Delegation of Authority. The General Partner may delegate any
or all of its powers, rights and obligations hereunder, and may appoint, employ,
contract or otherwise deal with any Person for the transaction of the business
of the Partnership, which Person may, under supervision of the General Partner,
perform such one or more acts or services for the Partnership as the General
Partner may approve.

            6.3   Reliance by Third Parties. Notwithstanding anything to the
contrary in this Agreement, any Person dealing with the Partnership shall be
entitled to assume that the General Partner has full power and authority to
lease, encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any and all contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
as if it were the Partnership's sole party in interest, both legally and
beneficially. In no event shall any Person dealing with the General Partner or
its representatives be obligated to ascertain that the terms of this Agreement
have been complied with or to inquire into the necessity or expedience of any
act or action of the General Partner or its representatives. Each and every
contract, certificate, instrument or other document executed on behalf of the
Partnership by the General Partner shall be conclusive evidence in favor of any
and every Person relying thereon or claiming thereunder that (i) at the time of
the execution and delivery of such writing, this Agreement was in hall force and
effect, (ii) the Person executing and delivering such writing had the power and
was duly authorized to do so for and on behalf of the Partnership, and (iii)
such writing was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.

            6.4   Limitation on Authority of the General Partner.
Notwithstanding anything contained herein to the contrary, without the consent
of a Majority-in-Interest of the Limited Partners, the General Partner shall not
have the authority to:

                  (a)   do any act in contravention of this Agreement or the
      Certificate;

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                  (b)   possess any Partnership property for other than a
      partnership purpose;

                  (c)   knowingly perform any act that would subject any Limited
      Partner to liability as a general partner in any jurisdiction; or

                  (d)   dissolve the Partnership, or do any other act that would
      make it impossible to cany on the business of the Partnership.

In addition, the General Partner shall not, without the consent of a
Majority-in-Interest of the Limited Partners, take any action that would reduce,
or would be deemed for federal income tax purposes to have the effect of
reducing, the principal amount of "qualified debt" (as hereinafter defined) that
is allocable to the Limited Partners under Section 752 of the Code at any given
time (other than as a result of regularly scheduled amortization payments),
including, without limitation, by guaranteeing, acquiring or otherwise causing
the Partnership or an Affiliate of the Partnership to bear the economic risk of
loss (within the meaning of Section 752 of the Code and the regulations
thereunder) for qualified debt or prepaying or refinancing principal of
qualified debt other than with other qualified debt For purposes of this
Agreement, the term "qualified debt" means any debt of the Partnership secured
by a Facility and held by a party that is not an Affiliate of the Partnership
that constitutes a nonrecourse liability of the Partnership under Code Section
752 and the regulations thereunder.

            6.5   Payment of Partnership Expenses; Reimbursement of General
Partner. The Partnership shall pay directly all costs and expenses incurred or
payable by or on behalf of the Partnership in connection with the Partnership's
business. The Partnership also shall pay directly, or reimburse the General
Partner for, all expenses incurred by the General Partner in connection with the
performance of the General Partner's duties as General Partner or as Tax Matters
Partner (including, without limitation, salaries and other remuneration paid to
directors, officers and employees of the General Partner, the General Partner's
accounting and legal expenses, such portion of the general and administrative
costs and expenses of LTC as may be allocated to the General Partner in
accordance with GAAP and expenses incurred by the General Partner relating to
the issuance of additional Partnership Interests after the date hereof), in each
case on a monthly basis or such other basis as the General Partner may
determine. The rights of the General Partner to reimbursement pursuant to this
Section 6.5 shall be in addition to, and not in limitation of, any rights to
payment or reimbursement the General Partner (or any Affiliate thereof) may be
entitled to receive under any agreement between the Partnership and the General
Partner or such Affiliate.

            6.6   Compensation of the General Partner. Unless otherwise
consented to by a Majority-in-Interest of the Limited Partners, except as
expressly provided in Articles 4 and 5 hereof regarding distributions and
allocations to which the General Partner may be entitled, the General Partner
shall not receive any compensation for its services as general partner of the
Partnership.

            6.7   Loans by Partners or Affiliates to the Partnership. In the
event the Partnership's funds are insufficient to meet the Partnership's costs,
expenses, obligations or liabilities, or to make any expenditure authorized by
this Agreement, the Partnership is hereby authorized to borrow such funds from a
Partner or an Affiliate of a Partner. The terms of each such loan, including the
interest rate, shall be fair and reasonable to the Partnership. Nothing
contained in this Section 6.7 shall be deemed to obligate any Partner, or any
Affiliate of a Partner, to make any such loan to the Partnership.

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            6.8   Title to Partnership Assets. Title to Partnership assets,
whether real, personal or mixed and whether tangible or intangible, shall be
deemed to be owned by the Partnership as an entity, and no Partner, individually
or collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General Partner.
The General Partner hereby acknowledges and confirms that any Partnership assets
for which legal title is held in the name of the General Partner or any nominee
or Affiliate of the General Partner shall be held by the General Partner or such
nominee or Affiliate for the use and benefit of the Partnership in accordance
with the provisions of this Agreement; provided, however, that the General
Partner shall use its best efforts to cause beneficial and record title to such
assets to be vested in the Partnership as soon as reasonably practicable. All
Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which legal title to such
Partnership assets is held.

            6.9   Liability of the General Partner.

            (a)   Notwithstanding anything to the contrary set forth in this
Agreement, the General Partner shall not be liable for monetary or other damages
to the Partnership, any of the Partners, or any assignee of any interest of any
Partner, for losses or damages sustained or liabilities incurred as a result of
any error or errors in judgment or of any act or omission if the General Partner
acted or failed to act without fraud, gross negligence or willful misconduct
Except for any action or for failure to act, in either case in bad faith, or for
gross negligence or willful misconduct or for any action out of their scope of
authority or otherwise in violation of this Agreement, the Partnership hereby
agrees to indemnify and hold each of the General Partner and the Tax Matters
Partner, and each officer, director, employee, stockholder and agent of the
General Partner, the Tax Matters Partner or the Partnership (each of the
foregoing Persons an "Indemnitee"), harmless from and against any claim, loss,
damage, liability, expense, suit, action or proceeding {including, without
limitation, reasonable attorney's fees and other costs of defending any of the
foregoing) from such Indemnitee's action or failure to act under this Agreement
or on behalf of the Partnership or solely by reason of such Indemnitee's being a
Partner. The Partnership shall pay expenses as and when incurred by an
Indemnitee hereunder in defending any such claim, suit, proceeding or action in
advance of the final disposition thereof, upon receipt of a written undertaking
by such Indemnitee to repay such payment if there shall be an adjudication that
indemnification should not be provided hereunder.

            (b)   Any modification or repeal of this Section 6.9 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 6.9 as in effect immediately prior to such
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such modification or repeal,
regardless of when any such claim may be asserted.

            6.10  Other Matters Concerning the General Partner.

            (a)   The General Partner may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, or other document reasonably believed by the
General Partner to be genuine and to have been signed or presented by the proper
party or parties.

            (b)   The General Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisers

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selected by the General Partner, and any act taken or omitted to be taken in
reliance upon the advice or opinion of any such Person as to matters that the
General Partner reasonably believes to be within such Person's professional or
expert competence and in accordance with such advice or opinion shall be
prima facie evidence that such actions have been done or omitted in good faith.

            (c)   The General Partner shall have the right, in respect of any of
its powers or obligations hereunder, to act through any of its duly authorized
officers and any attorney or attorneys-in-fact duly appointed by the General
Partner. Each such attorney shall, to the extent provided by the General Partner
in the power of attorney, have full power and authority to do and perform all
and every act and duty that is permitted or required to be done by the General
Partner hereunder.

            (d)   The General Partner may exercise any of the powers granted to
the General Partner under this Agreement and perform any of the duties imposed
upon the General Partner hereunder either directly or by or through the General
Partner's agents. The General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by the General
Partner in good faith.

            (e)   Except as may be expressly provided to the contrary herein,
all determinations, judgments, consents, approvals and other decisions to be
made by the General Partner hereunder or otherwise in its capacity as General
Partner shall be made by the General Partner in its sole and absolute
discretion.

            6.11  Outside Activities. The General Partner and each officer,
director, employee, agent, Affiliate and shareholder of the General Partner
shall be entitled to, may have and in the case of LTC will have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities substantially similar
to or otherwise competitive with those of the Partnership, and the General
Partner and the other Persons described above shall have no obligation pursuant
to this Agreement to offer any interest in any such business interest or
activity to the Partnership or any Limited Partner, even if such opportunity is
of a character that, if presented to the Partnership or any Limited Partner,
could be taken by such Person. Neither the Partnership nor any Limited Partner
shall have any right by virtue of this Agreement or the partnership relationship
established hereby in any business interest or activity of the General Partner,
LTC or any other Person.

            6.12  Limited Partners.

            (a)   No Limited Partner shall take part in the operation,
management or control (within the meaning of the Act) of the Partnership's
business, transact any business in the Partnership's name or have the power to
sign documents for or otherwise bind the Partnership; provided, however, that
nothing contained herein is intended to limit the ability of any Limited Partner
who is employed by the Partnership to discharge the express duties and
responsibilities of such employment.

            (b)   No Limited Partner shall be personally liable for any debt,
liability or obligation of the Partnership, whether to the Partnership, to the
General Partner, or to creditors of the Partnership, beyond the amount, if any,
contributed by such Limited Partner to the capital of the Partnership, such
Limited Partner's share of the accumulated but undistributed Profits of the
Partnership, or the amount of any distribution (including return of any Capital
Contribution) made to such Limited Partner that must be returned to the
Partnership pursuant to applicable law.

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            (c)   The Bankruptcy of any Limited Partner shall not cause a
dissolution of the Partnership, but the rights of such Limited Partner to share
in the Profits or Losses of the Partnership and to receive distributions of
Partnership funds shall, on the happening of such event, devolve on its
successors or assigns, subject to the terms and conditions of this Agreement,
and the Partnership shall continue as a limited partnership. In no event,
however, shall such assignee(s) become a substituted Limited Partner except in
accordance with Article 8 hereof.

            (d)   No Limited Partner shall at any time, either directly or
indirectly, own any stock or other interest in the General Partner, LTC or any
other Affiliate of the General Partner if such ownership, by itself or in
conjunction with other stock or other interests owned by other Limited Partners,
would, in the opinion of counsel for the Partnership, jeopardize the
classification of the Partnership as a partnership for federal income tax
purposes. The General Partner shall be entitled to make such reasonable inquiry
of the Limited Partners as is required to establish compliance by the Limited
Partners with the provisions of this subsection 6.12(d).

      ARTICLE 7. Books and Records; Tax Matters

            7.1   Books and Records. The General Partner shall cause the
Partnership to maintain complete and correct books of account and other records
showing the assets, liabilities, costs, expenditures, receipts, Profits and
Losses of the Partnership and such other matters as the Partners and the
Accountant from time to time shall deem necessary or appropriate. Such books of
account and records shall be the property of the Partnership, and shall be
available for inspection and copying at all reasonable times by the Partners or
their duly authorized representatives for any purpose permitted under the Act.

            7.2   Reports. The General Partner shall cause to be sent to each
Limited Partner (i) in no event later than 105 days after the dose of each
Fiscal Year, a copy of the Partnership's financial statements (a balance sheet,
a statement of income, a statement of partners' equity and a statement of cash
flows) for that Fiscal Year, prepared in accordance with GAAP, and (ii) as
promptly as practicable, a copy of the Partnership's tax return for each Fiscal
Year. The Partnership shall also cause to be prepared such reports and/or
information as are necessary for LTC to determine its qualification as a REIT
and its compliance with the REIT Requirements.

            7.3   Code Elections and Tax Audits. The General Partner shall be
the Tax Matters Partner of the Partnership. The Tax Matters Partner may, in its
sole and absolute discretion, make or revoke all elections permitted or required
under the Code or Regulations or any successor thereto. Without limiting the
generality of the foregoing, the Tax Matters Partner in particular may, in its
sole and absolute discretion, make or revoke the election referred to in Section
754 of the Code, or any similar provision enacted in lieu thereof, and the
transferee of any Partnership Interest or portion thereof Transferred while such
an election is in effect shall bear all expenses arising as a result of such
election as it relates to the Partnership Interest so Transferred. Each Partner
will, upon request, supply the information necessary to give proper effect to
such election. The Tax Matters Partner shall have the right:

                  (a)   to extend the statute of limitations for assessment of
      tax deficiencies against the Partnership with respect to adjustments to
      the Partnership's federal, state or local tax returns;

                  (b)   to the extent provided in Sections 6221 through 6231 of
      the Code, to represent the Partnership and the Partners before taxing
      authorities or courts of competent jurisdiction in tax matters affecting
      the Partnership and the Partners; and

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                  (c)   to file any and all tax returns and execute any all
      agreements or other documents relating to or affecting such tax matters,
      including, but not limited to, agreements or other documents that bind the
      Partners with respect to such tax matters or otherwise affect the rights
      of the Partnership and the Partners.

All tax returns and other agreements or documents, if any, filed by any Limited
Partner that relate to or otherwise affect Partnership tax matters or the rights
and obligations of the Partners with respect thereto shall be filed by such
Limited Partner in a manner consistent with the tax returns, agreements and
documents filed by the General Partner.

            The General Partner shall provide to each Limited Partner a draft of
the Partnership's tax return for each Fiscal Year prior to filing such tax
return with the Internal Revenue Service. Each Limited Partner shall, within 10
business days after such Limited Partner receives the draft return, notify the
General Partner of any questions or comments such Limited Partner may have with
respect to such draft return.

      ARTICLE 8. Transfers of Partnership Interests; Admission of Substitute or
                 Additional Limited Partners

            No Partnership Interest shall be Transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article 8.
Any Transfer or purported Transfer of a Partnership Interest not made in
accordance with this Article 8 shall be null and void.

            8.1   General Partner. The General Partner shall not withdraw from
the Partnership and shall not Transfer all or any portion of the General
Partner's Partnership Interest or Units without the prior written consent of a
Majority-in-Interest of the Limited Partners. Upon any assignment of the General
Partner's Partnership Interest in accordance with the provisions of this Section
8.1 to another General Partner, the transferee General Partner shall be vested
with the powers and rights of the transferor General Partner, and shall be
liable for all obligations and responsible for all duties of the General
Partner, at such time as such transferee has executed such instrument or
instruments as may be necessary to effectuate such admission and to confirm the
agreement of such transferee to be bound by ail the terms and provisions of this
Agreement with respect to the Partnership Interest so acquired. In connection
with any such permitted Transfer, the successor General Partner shall be deemed
admitted as such immediately prior to the effective time of the Transfer from
the transferor General Partner and shall continue the business of the
Partnership without dissolution.

            8.2   Purchase for Investment. Each of the Original Limited Partners
hereby acknowledges and represents and warrants to the Partnership and the
General Partner that:

                  (a)   Such Limited Partner has a current net worth
      (individually or jointly with his spouse) in excess of $1,000,000; and

                  (b)   Such Limited Partner is acquiring his Partnership
      Interest as a principal for his own account, for investment purposes only
      and not with a view to of for sale in connection with any distribution of
      such Partnership Interest.

            Each Limited Partner expressly agrees that such Limited Partner will
not sell, assign or otherwise Transfer his Partnership Interest or any fraction
thereof, whether voluntarily or by operation of law or at judicial sale or
otherwise, to any Person who does not make to the Partnership and the General
Partnership, concurrently with such Transfer, the representations

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and warranties contained in paragraph (c) above and/or who does not similarly
agree not to Transfer such Partnership Interest or fraction thereof to any
Person who does not similarly represent, warrant and agree.

            8.3   Restrictions on Transfer of Limited Partnership Interests.

            (a)   Other than Transfers to LTC made pursuant to the Exchange
Rights Agreement, to which Transfers the General Partner hereby consents, no
Limited Partner shall have the right, directly or indirectly, to Transfer all or
any part of such Limited Partner's Partnership Interest or Units to any Person
without the prior written consent of the General Partner.

            Notwithstanding the immediately preceding sentence, if and to the
extent that any such Transfer otherwise complies with all of the remaining
provisions of this Section 8.3 (including, without limitation, obtaining all
additional consents required hereunder, if any), any of the Original Limited
Partners may Transfer all or any part of such Original Limited Partner's
Partnership Interest or Units: (i) as a gift into joint tenancy with his wife
(or as a reconveyance of such Units to such Original Limited Partner, as the
case may be, as a result of the termination of joint tenancy), or (ii) into a
revocable trust established by such Original Limited Partner and the beneficiary
or beneficiaries of which are such Original Limited Partner and/or his wife,
children or other Immediate Family members, provided that such Original Limited
Partner is the sole trustee of, and has the sole power to revoke, such trust, or
the reconveyance from such a trust to the Transferring Original Limited Partner,
or (iii) to a corporation all of the issued and outstanding capital stock of
which is owned beneficially and of record by such Original Limited Partner or
any trust described in clause (ii) above; in addition, each Original Limited
Partner may Transfer his Partnership Interest (or stock of a corporation
described in (iii) above), subject to this Section 8.3, (x) in the event of his
death, to the personal representative of his estate or his heir or heirs or (y)
in the event of his legal incompetency, to his guardian. Notwithstanding the
foregoing, no Transfer permitted hereunder shall affect the Partnership's rights
hereunder and any such transferee must, as a condition to such Transfer, agree
to comply with all provisions of this Agreement and the Exchange Rights
Agreement applicable to the Transferred Partnership Interest or Units,
including, without limitation, the provisions of this Article 8.

            (b)   Unless and until an assignee of a Limited Partner's
Partnership Interest is admitted to the Partnership as a substitute Limited
Partner, such assignee shall not be entitled to exercise any of the rights
provided to a Limited Partner under the laws of the State of Delaware or any
other jurisdiction purporting by statute to grant express rights to a limited
partner of a limited partnership, except that such assignee shall be entitled to
allocations under Article 4 hereof attributable to any Limited Partnership
Interest acquired by reason of an assignment in accordance with this Section
8.3, and all distributions, if any, made with respect thereto under Article 5
hereof arising after the effective date of the assignment. An assignee shall
have the right to be admitted to the Partnership as a substitute Limited Partner
only upon the satisfaction of the following conditions:

                  (i)   Each of the conditions set forth in Section 8.2 hereof
      has been satisfied;

                  (ii)  The General Partner has consented in writing to such
      substitution (which consent shall not be withheld as to any Transfer
      described in the first sentence of the second paragraph of subsection
      8.3(a) hereof if the condition set forth in the last sentence of such
      second paragraph and each of the other conditions set forth in this
      subsection 8.3(b) have been satisfied as to such Transfer);

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                  (iii) If deemed necessary by the General Partner, an amended
      Certificate has been duly executed and filed in the appropriate public
      office(s); and

                  (iv)  The assignor and assignee have executed and acknowledged
      such other instruments, each in form and substance satisfactory to the
      General Partner, as the General Partner may deem necessary or desirable to
      effect such substitution.

            (c)   By executing this Agreement, each Limited Partner shall be
deemed to have consented to any Transfer consented to by the General Partner and
to the admission of an assignee as a substitute Limited Partner permitted by the
General Partner (including, without limitation, the Transfer of Partnership
Interests and Units to LTC pursuant to the Exchange Rights Agreement and the
admission of LTC as a Limited Partner). The General Partner is hereby authorized
on behalf of each of the Partners to amend this Agreement (including the
Schedules hereto) to reflect the admission of any transferee of a Partnership
Interest as a substituted Limited Partner in accordance with the provisions of
this Article 8. Upon request of the General Partner, each Limited Partner shall
execute and deliver such certificates or other documents and perform such acts
as the General Partner deems appropriate to preserve the status of the
Partnership as a limited partnership after the completion of any assignment of a
Limited Partnership Interest pursuant to the terms of this Agreement under the
laws of the jurisdiction in which the Partnership is doing business.

            (d)   No Limited Partner may withdraw from the Partnership without
the prior written consent of the General Partner.

            8.4   Certain Restrictions on Transfer. In addition to any other
restrictions on Transfer herein contained, in no event may any Transfer of a
Partnership Interest or Units by any Person be made (i) to any person or entity
that lacks the legal right, power or capacity to own a Partnership Interest or
Units; (ii) in the event such Transfer would cause LTC to cease to comply with
the REIT Requirements; (iii) if such Transfer would cause a termination of the
Partnership for federal income tax purposes; (iv) if such Transfer would, in the
opinion of counsel to the Partnership, cause the Partnership to cease to be
classified as a Partnership for federal income tax purposes; (v) if such
Transfer would result in the Partnership being treated as a "publicly traded
partnership" or is effectuated through an established securities market" or a
"secondary market (or the substantial equivalent thereof)" within the meaning of
Section 7704 of the Code; (vi) in violation of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976; (vii) if the General Partner reasonably believes that
such Transfer may (A) cause any portion or all of the assets of the Partnership
to be deemed pursuant to United States Department of Labor Regulation Section
2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of
ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause
a "prohibited transaction" (as defined in Section 4975(c) of the Code or within
the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to
become with respect to any Restricted Entity a "party in interest" (as defined
in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section
4975(e) of the Code) or (D) cause the Partnership to be jointly and severally
liable for any obligation arising under ERISA or the Code with respect to any
"employee benefit plan" as defined in and subject to ERISA or any "plan" as
defined in Section 4975 of the Code; or (viii) if the intended transferee is a
Restricted Entity. Any purported Transfer described in this Section 8.4 shall be
void ab initio.

            8.5   Effective Dates of Transfers.

            (a)   Transfers pursuant to this Article 8 may be made on any day,
but for purposes of this Agreement, the effective date of any such Transfer
shall be (i) the first day of the

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month in which such Transfer occurred if such Transfer occurred on or prior to
the fifteenth calendar day of a month, or (ii) the first day of the month
immediately following the month in which such Transfer occurred, if such
Transfer occurred after the fifteenth calendar day of a month, or such other
date determined by the General Partner pursuant to such convention as may be
administratively feasible and consistent with applicable law.

            (b)   If any Partnership Interest is Transferred in compliance with
the provisions of this Article 8 on any day other than the first day of a
calendar year, then Profits and Losses, each item thereof and all other items
attributable to such Partnership Interest for such year shall be allocated
between the transferor and (in the case of a Transfer other than a redemption)
the transferee by taking into account their varying interests during such year
in accordance with Section 706(d) of the Code, using any method permitted
thereunder. All distributions pursuant to Article 5 hereof attributable to such
Transferred Partnership Interest (A) with respect to which the Partnership
Record Date is before the effective date of such Transfer (other than a pledge,
mortgage or other encumbrance) shall be made to the transferor, (B) with respect
to the first Partnership Record Date after the effective date of such Transfer
(other than a pledge, mortgage or other encumbrance) shall be paid to the
transferor and to the transferee, ratably in accordance with their respective
periods of ownership of the Partnership Interest transferred during the period
with respect to which such distribution is made, and (C) all distributions after
those described in clauses (i) and (ii) immediately above shall be made to the
transferee.

      ARTICLE 9. Dissolution, Liquidation and Winding-Up

            9.1   Events of Dissolution; Winding Up.

                  (a)   Unless the term of the Partnership is extended as
      provided in subsection 9.1(b) hereof, the Partnership shall be dissolved
      upon the first to occur of the following events:

                        (i)   The dissolution, death, withdrawal or Bankruptcy
            of the General Partner, or the happening of any other event that
            results in the General Partner ceasing to be the General Partner,
            unless the business of the Partnership is continued as hereinafter
            provided;

                        (ii)  the unanimous vote or written consent of the
            Partners to dissolve the Partnership, or the exchange of all of the
            Partnership Interests of the Original Limited Partners pursuant to
            the Exchange Rights Agreement;

                        (iii) the sale or other disposition of all or
            substantially all of the assets of the Partnership unless the
            General Partner elects to continue the Partnership business for the
            purpose of receiving and collecting indebtedness or the collection
            of any other consideration to be received in exchange for the assets
            of the Partnership (which activities shall be deemed to be part of
            the winding up of the affairs of the Partnership);

                        (iv)  the entry of a decree of judicial dissolution of
            the Partnership pursuant to Section 1532 of the Act, which decree is
            final and not subject to appeal; or

                        (v)   in any event, at the close of business on the
            Termination Date.

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            (b)   Notwithstanding the provisions of paragraph 9.1(a)(v) hereof,
the Termination Date may be extended by the General Partner for an additional
one-year period, upon prompt notice delivered by the General Partner to the
Partners, for the sole purpose of winding up the business of the Partnership and
liquidating the assets of the Partnership.

            (c)   Dissolution of the Partnership shall be effective on the day
on which the event giving rise to the dissolution occurs, but the assets of the
Partnership and the affairs of the Partners, as such, shall continue to be
governed by this Agreement. Upon dissolution, the General Partner shall
liquidate the assets of the Partnership and apply and distribute the proceeds
thereof as contemplated by this Agreement or, in the event such assets cannot be
sold, shall distribute the assets of the Partnership in kind as contemplated by
this Agreement.

            9.2   Cancellation of Certificate of Limited Partnership. Upon
completion of the distributions provided for in Section 5.5 hereof, the General
Partner (i) shall cancel or cause to be cancelled the Certificate and all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware, and (ii) shall take such other
actions as in the determination of the General Partner (or its trustee,
receiver, successor or legal representative) may be necessary to terminate the
Partnership.

            9.3   Return of Capital. Except as otherwise provided in subsection
5.5(b) hereof, the General Partner shall not be personally liable for the return
of all or any part of any Capital Contribution or the Capital Account balance of
any Limited Partner, it being expressly agreed that any such return shall be
made solely from Partnership assets.

      ARTICLE 10. Miscellaneous

            10.1  Notices. All notices hereunder shall be in writing and shall
be given as follows:

                  (a)  If to the Partnership, to:

                       LTC GP II, Inc.
                       c/o LTC Properties, Inc.
                       300 Esplanade Drive, Suite 1860
                       Oxnard, CA 93030
                       Attention: Mr. Jim Pieczynski
                       Facsimile: 805-981-8663

      with a copy to the General Partner at the address provided in this Section
      10.1 unless the General Partner is otherwise receiving a copy of such
      notice in the General Partner's own name in the manner specified in this
      Section 10.1.

            (b)   If to a Limited Partner, to the address set forth beneath such
      Limited Partner's name on the signature page hereto.

Each party may change the address to which notices are to be given to that party
hereunder by a notice to that effect delivered to the other parties hereto.

            Any notice shall be deemed to have been given if personally
delivered or if sent by facsimile, by Federal Express or other courier service
or by postage paid, United States certified, registered or express mail, return
receipt requested, and will be deemed received when actually received.

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            10.2  Successors and Assigns. Subject to the restrictions on
Transfer set forth herein, this Agreement and each and every provision hereof,
shall be binding upon and shall inure to the benefit of the Partners, their
respective heirs, executors, administrators, legal representatives, successors,
successors-in-title and assigns, and each and every such successor-in- interest
to any Partner, whether such successor acquires such interest by way of gift,
bequest, inheritance, purchase, foreclosure, or by any other method, shall hold
such interest subject to all of the terms and provisions of this Agreement.

            10.3  Amendments. In addition to any and all amendments otherwise
authorized herein, amendments may be made to this Agreement from time to time
only by means of a written instrument duly authorized, executed and delivered by
the General Partner and a Majority-in-Interest of the Limited Partners.

            10.4  Waiver of Partition. No Partner or any successor-in-interest
to any Partner shall have the right, while this Agreement remains in effect, (i)
to have the property of the Partnership, or any portion thereof, partitioned, or
(ii) to file a complaint or institute any proceeding at law or in equity to have
any such property partitioned, and each Partner, for itself, its successors,
representatives, heirs and assigns, hereby waives any such right to the fullest
extent permitted by applicable law. The Partners intend that during the term of
this Agreement, the rights of the Partners and their successors-in-interest, as
among themselves, shall be governed by the terms of this Agreement, and that the
right of any Partner or any successor-in-interest to such Partner to transfer
such Partner's interest in any such property shall be subject to the limitations
and restrictions of this Agreement.

            10.5  Waivers. The failure of any Partner to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective
of the length of time for which such failure continues, shall not be a waiver of
such Partner's right to demand strict compliance in the future. No consent or
waiver, express or implied, to or of any breach or default in the performance of
any obligation hereunder, shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation
hereunder.

            10.6  Entire Agreement. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof.

            10.7  Interpretation. Titles or captions of Articles and Sections
contained in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof. Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include the singular and the plural. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms. No provision hereof is to be interpreted for or
against any party because that party or that party's legal representative or
counsel drafted such provision.

            10.8  Counterparts. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the Partners notwithstanding that all Partners have
not signed the same counterpart.

            10.9  Applicable Law. This Agreement and the rights and obligations
of the parties hereunder shall be governed by and interpreted, construed and
enforced in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of laws.

LTC5\Amended and Restated Partnership Agreement                   Execution Copy

                                       32
<PAGE>

            10.10 Partial Invalidity. If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those to which such provision is held
invalid, shall not be affected thereby and shall be enforced to the greatest
extent permitted by law.

            10.11 No Third Party Rights. The provisions of this Agreement are
for the exclusive benefit of the parties hereto, and no other Person, including
without limitation, creditors of any Partner or of the Partnership, shall have
any right or claim against the Partnership or any Partner by reason of those
provisions against the Partnership or any Partner.

            10.12 Compliance with Laws. The Partners shall from time to time to
execute such certificates and documentation as may be required by applicable law
or reasonably requested by any Partner to enable such Partner to comply with the
requirements of any applicable law or the regulations promulgated under any such
law from time to time, including, without limitation, the Code or ERISA.

            10.13 Confidentiality.

            (a)   Except as otherwise approved by the General Partner, each
Limited Partner shall keep confidential all agreements, evaluations and other
materials, writings and information relating to the business and affairs of the
Partnership (collectively, "Confidential Information"). The Limited Partners
expressly agree that Confidential Information will be used by them solely for
purposes relating to and in furtherance of the business and affairs of the
Partnership; provided, however, that each Limited Partner shall have the right
to disclose information relating to the Partnership to such Limited Partner's
accountants, attorneys and other professional advisors to the extent required in
connection with such Limited Partner's tax reporting, tax planning and other tax
obligations or such Limited Partner's legal affairs.

            (b)   As used in this Agreement, the term "Confidential Information"
does not include information that (i) becomes generally available to the public
other than as a result of a disclosure by a Limited Partner or any of its
representatives in violation of this Agreement, (ii) as of the date of this
Agreement was, or after the date hereof becomes, available to a Limited Partner
on a nonconfidential basis from a source other than the Partnership or another
Partner or any of their respective representatives, and which source is not
known by the disclosing Limited Partner or its representatives to be prohibited
from disclosing or making available to the disclosing Limited Partner the
information in question by a contractual, fiduciary or other legal obligation.
In the event that a Limited Partner is requested or required (by oral questions,
interrogatories, request for information or documents, subpoena, civil
investigation, demand, or similar process) to disclose any Confidential
information, such Limited Partner shall provide the Partnership and the General
Partner with prompt notice of such request such that the Partnership and the
General Partner may seek an appropriate order and/or waive compliance with the
provisions of this Section 10.13. If in the absence of a protective order or the
receipt of a waiver hereunder, a Limited Partner is nonetheless legally required
(as confirmed by written opinion of counsel made available to the Partnership
and the General Partner) to disclose such Confidential Information to any
tribunal or else stand liable for contempt or suffer censure or penalty, such
Limited Partner may disclose such Confidential Information to such tribunal
without liability hereunder.

LTC5\Amended and Restated Partnership Agreement                   Execution Copy

                                       33
<PAGE>

                  10.14 Valid and Binding Agreement. The General Partner hereby
represents and warrants to each Limited Partner that this Agreement has been
duly executed and delivered by the General Partner and is a valid and binding
obligation of the General Partner, enforceable against the General Partner in
accordance with this Agreement's terms.

                  Each Limited Partner hereby represents and warrants to the
General Partner that this Agreement has been duly executed and delivered by such
Limited Partner and is a valid and binding obligation of such Limited Partner,
enforceable against such Limited Partner in accordance with this Agreement's
terms.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed on their behalf as of the date
first above written.

                                GENERAL PARTNER:

                                LTC GP II, INC.,
                                a Delaware corporation

                                By: /s/ James J. Pieczynski
                                   -------------------------------
                                     James J. Pieczynski
                                     Senior Vice President

                                LIMITED PARTNERS:

/s/ Zev Karkomi                               /s/ Don A. Karchmer
-----------------------------                 --------------------------------
ZEV KARKOMI                                   DON A. KARCHMER
c/o Zevco Enterprises                         120 East Sheridan-Bricktown
Two N. LaSalle, Suite 1901                    Oklahoma City, OK 73101
Chicago, IL 60602

KAPRI ASSOCIATES                              SIDNEY LUCKMAN REVOCABLE TRUST

By:/s/ Don A. Karchmer                        By:/s/ Sidney Luckman
   --------------------------                    -----------------------------
   General Partner                                 Sidney Luckman, Trustee
   P. O. Box 436                                   c/o Sidney Luckman
   Okla. City, OK 73101                            Turnberry Tower
                                                   19500 Turnberry Way
                                                   Apartment 27D
/s/ Peter Kamberos                                 N. Miami Beach, FL 33180
-----------------------------
PETER KAMBEROS
Three First National Plaza
Suite 525
Chicago, IL 60602

LTC5\Amended and Restated Partnership Agreement                   Execution Copy

                                       34

<PAGE>

                                       ROBERT J. BLOCK REVOCABLE LIVING TRUST

LOUISE BUSSIAN BLOCK REVOCABLE         By: /s/ Robert J. Block
       LIVING TRUST                       ----------------------------------
                                            Robert J. Block, Trustee
                                            c/o Robert J. Block
                                            6518 North Lemai
 By: /s/ Louise B. Block                    Lincolnwood, IL 60646
    ---------------------------
      Louise B. Block, Trustee
      c/o Louise B. Block
      6518 North Lemai
      Lincolnwood, IL 60646            /s/ Maria Pappas
                                       ------------------------------
                                       MARIA PAPPAS
                                       Three First National Plaza
                                       Suite 525
                                       Chicago, IL 60602

                  Park Villa Corporation hereby withdraws from LTC Partners V,
L.P., a Delaware limited Partnership (the "Partnership"), as the initial limited
partner thereof, and acknowledges that Park Villa Corporation has no claim or
further right whatsoever in respect of its interest in the Partnership as such
limited partner.

                                PARK VILLA CORPORATION,
                                a Delaware corporation

                                By:   /s/ James J. Pieczynski
                                      --------------------------------

                                Title: SVP & CFO

                  LTC Properties, Inc. hereby agrees to make each of the loan(s)
provided for in the first paragraph of Section 5.2 of the foregoing Amended and
Restated Agreement of Limited Partnership.

                                LTC PROPERTIES, INC.,
                                a Maryland corporation

                                By:  /s/ James J. Pieczynski
                                     ---------------------------------

                                Its: SVP & CFO

LTC5\Amended and Restated Partnership Agreement                   Execution Copy

                                       35

<PAGE>

                                   SCHEDULE A

                          Allocation of Purchase Price

<TABLE>
<CAPTION>
        Facility                    Allocated Purchase Price($)
-----------------------             ---------------------------
<S>                                 <C>
Golden Age Manor
     Real Property                            3,841,385
     Personal Property                          174,000

Windsor Place
     Real Property                            6,269,845
     Personal Property                          284,000

                                            -----------
                                            $10,562,230
</TABLE>

LTC5\Amended and Restated Partnership Agreement                   Execution Copy
<PAGE>

                  AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT

                  THIS AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT is made by
and among the undersigned parties with respect to the following:

                  WHEREAS, the parties hereto entered into a certain Exchange
Rights Agreement dated as of June 13, 1996; and

                  Such Exchange Rights Agreement dealt with certain rights of
the partners of the Amended and Restated Limited Partnership Agreement of LTC
Partners V, L.P.; and

                  The parties hereto desire to amend the Exchange Rights
Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as follows:

                  1.       Section 6.1 is hereby deleted in its entirety and
replaced by the following Section 6.1 and there is hereby added to the Exchange
Rights Agreement new Section 6.2 as follows:

                           6.1      Acquisition Transaction. Notwithstanding the
                           foregoing provisions of this Agreement, no later than
                           the 30th calendar day following the consummation of
                           an Acquisition Transaction that consists of the
                           purchase by a Private Acquiror of not less than a
                           majority of the then outstanding shares of Common
                           Stock (whether pursuant to a merger, consolidation,
                           tender or exchange offer or otherwise) solely for
                           cash, each Holder shall either (i) tender to such
                           Private Acquiror all of such Holder's Units
                           (including the related Partnership Interests) against
                           payment to such Holder of cash in an amount per Unit
                           equal to 110% of the cash amount paid for each share
                           of Common Stock in the Acquisition Transaction, or
                           (ii) deliver to such Private Acquiror a valid,
                           binding and enforceable waiver, duly executed by such
                           Holder, of such Holder's Exchange Right with respect
                           to any and all Units held by such Holder as of the
                           date of such waiver.

<PAGE>

                           6.2      Foreclosure. In the event a Holder's
                           Partnership Interest in the Partnership is foreclosed
                           pursuant to a grant of a security interest in the
                           Holder's Partnership Interest and/or a Holder's
                           Units, or a pledge or hypothecation thereof and the
                           General Partner under the Partnership Agreement has
                           given its consent to the granting of a security
                           interest in such Holder's Partnership Interest and
                           such Holder's Units, such event shall be a valid
                           tender of the foreclosed Units under the terms of
                           this Agreement. Such tender shall be deemed to have
                           been made during the Exchange Notice Period next
                           succeeding after the event of foreclosure. LTC shall
                           have received notice of the foreclosure event upon:
                           (i) a determination by LTC that a foreclosure has
                           occurred, or (ii) notice from the LTC Subsidiary to
                           LTC that a foreclosure has occurred, or (iii) notice,
                           accompanied by appropriate assurances, to LTC from
                           the purchaser at the foreclosure sale that a
                           foreclosure has occurred. LTC may require any
                           purchaser at a foreclosure of Units to execute and
                           deliver an Exchange Notice to LTC as a part of any
                           exchange.

                  2.       Except as otherwise provided herein to the contrary,
the Exchange Rights Agreement shall remain in full force and effect.

                  The parties hereto have executed this First Amendment this
30th day of January, 1998.

                                       LTC PROPERTIES, INC., a Maryland
                                       corporation

                                       By: /s/ James J. Pieczynski
                                           -------------------------------------
                                                                       President

                                       -2-

<PAGE>

                                       LTC GP II, INC., a Delaware
                                       corporation

                                       BY /s/ Pamela J. Privett
                                          --------------------------------------
                                                           Senior Vice President

                                       LTC PARTNERS V, L.P., a Delaware
                                       limited partnership

                                       By LTC GP II, Inc., general
                                          partner

                                       By /s/ Pamela J. Privett
                                          --------------------------------------
                                                           Senior Vice President

                                       KAPRI ASSOCIATES, an Oklahoma
                                       general partnership

                                       By /s/ Don A. Karchmer
                                          --------------------------------------
                                                                 General Partner

                                       /s/ Don A. Karchmer
                                       -----------------------------------------
                                       DON A. KARCHMER

                                       /s/ Zev Karkomi
                                       -----------------------------------------
                                       ZEV KARKOMI

                                       SIDNEY LUCKMAN REVOCABLE TRUST

                                       By /s/ Sidney Luckman
                                          --------------------------------------
                                          Sidney Luckman, Trustee

                                       By /s/ Peter Kamberos
                                          --------------------------------------
                                          PETER KAMBEROS

                                       ROBERT J. BLOCK REVOCABLE LIVING
                                       TRUST

                                       By /s/ Robert J. Block, Trustee
                                          --------------------------------------
                                          Robert J. Block, Trustee

                                       -3-

<PAGE>

                                       LOUISE BUSSIAN BLOCK REVOCABLE
                                       LIVING TRUST

                                       By /s/ Louise B. Block
                                          --------------------------------------
                                          Louise B. Block, Trustee

                                       /s/ Maria Pappas
                                       -----------------------------------------
                                       MARIA PAPPAS

                                       -4-

<PAGE>

                            EXCHANGE RIGHTS AGREEMENT

                  THIS EXCHANGE RIGHTS AGREEMENT (as from time to time amended,
this "Agreement") is made as of June 14, 1996, among LTC Properties, Inc., a
Maryland corporation ("LTC"), LTC Partners V, L.P., a Delaware limited
partnership (the "Partnership"), LTC GP II, Inc., a Delaware corporation ("LTC
Subsidiary"), and the persons listed on the signature page hereof under the
caption "Original Limited Partners" (the "Original Limited Partners").

                  WHEREAS, pursuant to that certain Amended and Restated
Agreement of Limited Partnership dated as of June 14, 1996 (the "Partnership
Agreement"), among LTC Subsidiary as General Partner and the Original Limited
Partners as Limited Partners, LTC Subsidiary and Houston Nursing Home Associates
Limited Partnership, a Texas limited partnership, are making capital
contributions to the Partnership in return for the issuance by the Partnership
to LTC Subsidiary and the Original Limited Partners of Units (as defined in the
Partnership Agreement); and

                  WHEREAS, the parties hereto are entering into this Agreement
to provide for the right of each of the Original Limited Partners to tender
Units in exchange for REIT Shares (as defined herein) or cash, on the terms and
subject to the conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as follows:

                  Article 1. Definitions. For purposes of this Agreement:

                  "Acquisition Transaction" means a transaction in which (i) LTC
sells in one or a series of related transactions, or liquidates, all or
substantially all of LTC's assets and distributes the proceeds of such sale or
liquidation (or a portion of such proceeds) to the holders of the then
outstanding shares of Common Stock, or (ii) not less than a majority of the then
outstanding shares of Common Stock are changed into or sold or exchanged
(whether pursuant to a recapitalization, reorganization, merger, consolidation,
tender or exchange offer or otherwise) for a different kind of shares of common
stock or other securities (of LTC or of another corporation or other entity) or
for property, cash or any combination of securities, property or cash.

                  "Adjustment Event" means any of the following events:

                           (a)      LTC (i) distributes to the holders of the
         then outstanding shares of Common Stock shares of LTC's capital stock
         or other debt or equity securities of LTC, (ii) subdivides the then
         outstanding shares of Common Stock into a larger number of shares of
         Common Stock, (iii) combines the then outstanding shares of Common
         Stock into a smaller number of shares of Common Stock, or (iv) issues
         to the holders of the then outstanding shares of Common Stock equity or
         debt securities of LTC in a reclassification of the Common Stock other
         than a reclassification in connection with an Acquisition Transaction;
         or

                           (b)      LTC issues to all holders of the then
         outstanding shares of Common Stock options, warrants, convertible or
         exchangeable securities or other rights entitling the holders of such
         then outstanding shares of Common Stock to subscribe for or purchase
         shares of LTC's capital stock or other debt or equity securities of
         LTC.

<PAGE>

                  "Capital Account" has the meaning ascribed to that term in the
Partnership Agreement.

                  "Cash Amount" has the meaning set forth in Section 4.1
hereof.

                  "Code" has the meaning ascribed to that term in the
Partnership Agreement.

                  "Common Stock" means the shares of Common Stock, par value
$.01 per share, of LTC.

                  "Exchange Notice" has the meaning set forth in Section 3.1
hereof.

                  "Exchange Notice Period" means (i) commencing July 1, 1997,
the following periods of each calendar year: January 1-15 and July 1-15; (ii) in
the event that LTC determines to engage in a Sale (as defined in the Partnership
Agreement), the period of 10 calendar days that begins on the date LTC notifies
the Limited Partners of such decision, as provided in the Partnership Agreement;
and (iii) in the event that LTC determines to sell all or substantially all of
LTC's assets, LTC enters into an agreement providing for another Acquisition
Transaction or an offer is made by a Person other than LTC or a subsidiary of
LTC to purchase not less than a majority of the then outstanding shares of
Common Stock (whether pursuant to a merger, consolidation, tender or exchange
offer or otherwise), the period of 15 calendar days that begins on the date LTC
publicly announces such determination or the date on which such offer is
commenced, as applicable.

                  "Exchange Right" has the meaning set forth in Article 2
hereof.

                  "Exchange Shares" has the meaning set forth in Section 4.1
hereof.

                  "Exchanging Holder" has the meaning set forth in Article 2
hereof.

                  "General Partner" has the meaning ascribed to that term in the
Partnership Agreement.

                  "Holder" means a Person that is both (i) a holder of record of
any one or more Units, other than the General Partner, and (ii) either an
Original Limited Partner or the executor, legal representative or heir of an
Original Limited Partner, as the case may be, or the trustee or beneficiary of a
trust created by an Original Limited Partner.

                  "Limited Partner" has the meaning ascribed to that term in the
Partnership Agreement.

                  "Market Value" means, as to any asset:

                           (i) If the asset is a security that is then Publicly
         Traded, the dosing price of such security on such day on the principal
         national securities exchange on which such security is traded or on the
         NADSAQ-National Market System, as applicable; or

                           (ii) If the asset is a security that is not then
         Publicly Traded but is actively traded in the over-the-counter market,
         the closing bid or sales price (whichever is applicable) of the
         security; and

                                        2

<PAGE>

                           (iii) If the asset is a security for which there is
         then no active public market or if the asset is other than a security,
         the fair market value of such asset as determined by LTC acting in
         good faith on the basis of such quotations or valuations and other
         information as LTC considers appropriate.

                  For purposes of paragraph (ii) of this definition, a security
shall be deemed to be "actively traded" if during the 90-day period preceding
the date, the aggregate number of shares (or other units) traded equals or
exceeds 1% of the then outstanding shares (or other units).

                  "Partnership Interest" and "Person" have the respective
meanings ascribed to those terms in the Partnership Agreement.

                  "Private Acquirer" means an entity that as of the consummation
of the transaction in question is not a subsidiary of LTC and whose shares of
common stock (or equivalent equity security) are not, and the shares of common
stock (or equivalent equity security) of whose parent entity are not, Publicly
Traded.

                  "Public Acquirer" means an entity that as of the consummation
of the transaction in question (i) is not a subsidiary of LTC and (ii) either
has outstanding a class of equity security that is Publicly Traded or is a
subsidiary of an entity that has outstanding a class of equity security that is
Publicly Traded.

                  "Publicly Traded" means listed or admitted to trading on any
national securities exchange or through the NASDAQ-National Market System.

                  "REIT Requirements" has the meaning ascribed to that term in
the Partnership Agreement.

                  "REIT Share" means one share of Common Stock; provided,
however, that:

                           (a)      If an Adjustment Event or an Acquisition
         Transaction occurs, then except as otherwise provided in paragraph (b)
         immediately below, from and after the consummation of such Adjustment
         Event or Acquisition Transaction "REIT Share" shall mean the number and
         kind of shares of stock or other securities, property or cash (or any
         combination thereof) that the holder of a share of Common Stock was
         entitled to receive in respect of such share, or into which such share
         of Common Stock was changed or for which one share of Common Stock was
         sold or exchanged, as applicable, as a result of such Adjustment Event
         or Acquisition Transaction; and

                           (b)      Notwithstanding the provisions of paragraph
         (a) of this definition, if the Acquisition Transaction consists of the
         purchase by a Public Acquirer of not less than a majority of the then
         outstanding shares of Common Stock (whether pursuant to a merger,
         consolidation, tender or exchange offer or otherwise) for consideration
         consisting solely of cash, from and after the consummation of such
         Acquisition Transaction "REIT Share" shall mean that number of shares
         of common stock (or equivalent equity security) of the Public Acquirer
         (or if the common stock (or equivalent equity security) of the Public
         Acquirer is not then Publicly Traded, that number of shares of common
         stock (or equivalent equity security) of the Public Acquirer's parent
         entity) equal to a fraction, the numerator of which is the purchase
         price paid for one share of Common Stock in the Acquisition Transaction
         and the denominator of which is the Market Value of one share of common
         stack (or equivalent equity security) of the

                                        3

<PAGE>

         Public Acquirer or, if the common stock (or equivalent equity security)
         of the Public Acquirer is not then Publicly Traded, one share of common
         stock (or equivalent equity security) of the Public Acquirer's parent
         entity.

                  "Securities Act" means the Securities Act of 1933, as from
time to time amended.

                  Article 2. Right to Exchange Units. On the terms and subject
to the conditions of this Agreement, each Holder shall have the right (the
"Exchange Right") to tender to LTC (or its successor or assignee, as provided in
Section 7.3 hereof) outstanding Units and to require LTC (or such successor or
assignee) to purchase such Units by delivering to the Holder tendering such
Unit(s) (the "Exchanging Holder") either REIT Shares or cash, as hereinafter
provided.

                  Article 3. Exercise of Exchange Right.

                  3.1      Delivery of Exchange Notice. In order for the
Exchange Right to be validly exercised, a Holder shall deliver to LTC, at the
address and in the manner specified in Section 7.1 hereof and during an Exchange
Notice Period, a duly completed and duly executed notice of exchange in the form
attached hereto as Exhibit A (the "Exchange Notice"), and all documents, if any,
required by the Exchange Notice. Any and all determinations as to whether any
tender of Units complies with the terms and conditions of this Agreement shall
be made by LTC, and upon rejection of any tender of Units LTC shall give the
Exchanging Holder notice of such rejection, which notice shall include the
reason(s) therefor.

                  3.2      Minimum Tender; Tender Irrevocable. A Holder may not
exercise the Exchange Right for less than 1000 Units or, if such Holder then
holds less than 1000 Units, all of the Units then held by such Holder. Unless
otherwise determined by LTC, tenders of Units pursuant to this Agreement shall
be irrevocable and shall not be subject to modification or withdrawal.

                  Article 4. Exchange Consideration.

                  4.1      Delivery of Exchange Shares; Payment of Cash Amount.
If Units are duly tendered pursuant to this Agreement, then within 10 days after
such tender LTC shall deliver or cause to be delivered to the Exchanging Holder,
at LTC's election, either:

                           (a) REIT Shares in an amount (the "Exchange Shares")
         equal to the number of Units tendered; or

                           (b) Cash in an amount (the "Cash Amount") equal to
         (i) the number of REIT Shares that otherwise would be deliverable
         pursuant to subsection 4.1(a), multiplied by (ii) the sum of (x) the
         Market Value as of the date the Exchange Notice is received by LTC of
         one REIT Share plus (y) five cents ($.05).

                  Each tender of Units and delivery of Exchange Shares or
payment of the Cash Amount as aforesaid shall be treated by each of the
Exchanging Holder, the Partnership, the General Partner and LTC for federal and
state income tax purposes as a sale of the Exchanging Holder's Units and related
Partnership Interest to LTC, and for purposes of the Partnership Agreement LTC
shall be deemed as a result of such transaction to have acquired from the
Exchanging Holder the tendered Units and a limited Partner's Partnership
Interest equal to (i) the number of Units so tendered, divided by the total
number of Units held by such Exchanging

                                        4

<PAGE>

Holder immediately prior to the tender, multiplied by (ii) the Capital Account
balance of such Exchanging Holder immediately prior to the tender.

                  4.2      No Fractional Shares; Transferability of Exchange
Shares. No fractional REIT Share or script representing a fractional REIT Share
shall be issued upon the exchange of Units pursuant to this Agreement In lieu of
any fractional REIT Share that would otherwise be deliverable upon exchange of a
Unit, the Exchanging Holder shall be entitled to receive cash in an amount equal
to the same fraction of the Market Value of a REIT Share on the day on which the
Exchange Notice is given.

                  Any and all Exchange Shares shall be delivered to the
Exchanging Holder pursuant to a then effective registration statement under the
Securities Act or in such other manner as to cause such shares not to be
"restricted securities" as defined by Rule 144 (or equivalent rule or
regulation) under the Securities Act. Notwithstanding the foregoing, if at any
time after any Units are tendered by an Exchanging Holder pursuant hereto LTC is
contemplating an underwritten public offering of LTC's securities and LTC
determines that marketing factors require a limitation of the number of shares
of Common Stock available for sale in the market, LTC shall so advise the
Holders, and no Exchange Shares held by any Holder shall be sold in any public
sale or other distribution, without the prior written consent of LTC, for such
period of time before and after (not to exceed 30 days before and 60 days after)
the effective date of the registration statement relating to such public
offering as LTC may require.

                  4.3      Transfer Taxes. LTC shall pay all documentary, stamp
or similar issuer transfer taxes, if any, due as a result of the delivery of
Exchange Shares pursuant hereto. The Holder of the Units in respect of which
such shares are delivered, however, (i) shall pay to LTC on demand the amount of
all additional documentary, stamp or similar issuer transfer taxes, if any, due
as a result of the certificate or certificates evidencing such Exchange Shares
being issued in a name other than the name of the Exchanging Holder (or shall
establish to the satisfaction of LTC that any and all such additional taxes have
been paid), and (ii) shall be responsible for the payment of all income or other
taxes payable by the Exchanging Holder (or by any other Person to whom Exchange
Shares are delivered) as a result of such delivery of Exchange Shares or payment
of the Cash Amount in lieu thereof.

                  4.4      Ownership of REIT Shares. Each Holder shall provide
to LTC, within 10 days of any written request therefor, a statement describing
the number of REIT Shares actually or constructively owned by such Holder and
all direct and indirect owners of such Holder for purposes of the REIT
Requirements as determined under Section 318(a) of the Code as modified by
Section 856(d)(5) of the Code, or Section 544 of the Code as modified by Section
856(h) of the Code.

                  4.5      Status of Exchanging Holder. Until the Holder of
Units tendered for exchange pursuant to this Agreement becomes a holder of
record of the Exchange Shares delivered in exchange therefor and/or has received
in lieu thereof the Cash Amount, such Holder shall continue to hold and own such
Units for all purposes of the Partnership Agreement. No Exchanging Holder shall
have any rights as a shareholder in respect of the Exchange Shares to be
delivered to such Holder unless and until such Holder becomes a holder of record
of such shares.

                  Article 5. Reservation of Shares. LTC shall reserve and shall
at all times have reserved under LTC's authorized but unissued REIT Shares,
solely for the purpose of effecting

                                        5

<PAGE>

the exchange of Units pursuant to this Agreement, sufficient REIT Shares to
permit the exchange of all Units from time to time outstanding and held other
than by the General Partner. All REIT Shares that may be issued as Exchange
Shares shall be validly issued, fully paid and nonassessable.

                  Article 6. Mandatory Exchange of Units. Notwithstanding the
foregoing provisions of this Agreement, no later than the 30th calendar day
following the consummation of an Acquisition Transaction that consists of the
purchase by a Private Acquirer of not less than a majority of the then
outstanding shares of Common Stock (whether pursuant to a merger, consolidation,
tender or exchange offer or otherwise) solely for cash, each Holder shall either
(i) tender to such Private Acquirer all of such Holder's Units (including the
related Partnership Interests) against payment to such Holder of cash in an
amount per Unit equal to 110% of the cash amount paid for each share of Common
Stock in the Acquisition Transaction, or (ii) deliver to such Private Acquirer a
valid, binding and enforceable waiver, duly executed by such Holder, of such
Holder's Exchange Right with respect to any and all Units held by such Holder as
of the date of such waiver.

                  Article 7. Miscellaneous

                           7.1      Notices. All notices, demands and other
communications hereunder ("notices") shall be in writing and shall be given as
follows:

                           (a)      If to LTC, to:

                                    LTC Properties, Inc.
                                    300 Esplanade Drive, Suite 1860
                                    Oxnard, CA 93030
                                    Attention: Mr. Jim Pieczynski
                                    Facsimile: 805-981-8663

                           (b)      If to the Partnership, to:

                                    LTC Partners V, L.P.
                                    c/o LTC Properties, Inc.
                                    300 Esplanade Drive, Suite 1860
                                    Oxnard, CA 93030
                                    Attention: Mr. Jim Pieczynski
                                    Facsimile: 805-981-8663

                  with a copy to the General Partner at the address provided in
                  this Section 7.1 unless the General Partner is otherwise
                  receiving a copy of such notice in the General Partner's own
                  name in the manner specified herein.

                           (c)      If to the General Partner, to:

                                    LTC GP II, Inc.
                                    c/o LTC Properties, Inc.
                                    300 Esplanade Drive, Suite 1860
                                    Oxnard, CA 93030
                                    Attention: Mr. Jim Pieczynski
                                    Facsimile: 805-981-8663

                                        6

<PAGE>

                  (d)      If to any Original Limited Partner:

                           To the address set forth beneath such Original
                           Limited Partner's signature on the signature page
                           hereof. A copy of any such notice sent to Zev Karkomi
                           shall be sent to:

                           Wayne S. Gilmartin, Esq.
                           Goldberg, Kohn, Bell, Black, Rosenbloom
                           & Moritz, Ltd.
                           55 East Monroe Street, Suite 3700
                           Chicago, IL 60603
                           Facsimile: 312-332-2196

Each party may change the address to which notices are to be given to that party
hereunder by a notice to that effect delivered to the other parties hereto.

                  Any notice given hereunder shall be deemed to have been given
if personally delivered or if sent by facsimile, by Federal Express or other
courier service or by postage paid, United States certified, registered or
express mail, return receipt requested, and shall be deemed given when actually
received at the above address, as evidenced by the applicable receipt.

                  7.2      Compliance with Laws. Each party shall from time to
time execute and deliver such certificates and additional documents as may be
required by applicable law or reasonably requested by any other party to enable
such party to comply with the requirements of applicable law.

                  7.3      Successors and Assigns. No Original Limited Partner
may assign or otherwise transfer any interest in this Agreement, or any right or
remedy hereunder, to any Person other than to another party hereto or to a
Person (i) to whom one or more Units held by such Original Limited Partner have
been transferred in accordance with the provisions of the Partnership Agreement
and (ii) that has become a Limited Partner in the Partnership. Subject to the
immediately preceding sentence, this Agreement and each and every provision
hereof shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns. In the event LTC determines to enter
into an Acquisition Transaction with a Private Acquiror or a Public Acquiror,
LTC shall take all such steps as may be required to cause the terms and
provisions of this Agreement to be binding upon LTC's successors and assigns
resulting from such Acquisition Transaction.

                  7.4      Attorneys' Fees. If any party brings an action to
enforce the terms hereof or to declare rights hereunder, the prevailing party in
any such action shall be entitled to recover from the losing party all costs and
expenses, including but not limited to attorneys' fees and expenses, paid or
incurred by the prevailing party in connection with such enforcement or
declaration.

                  7.5      Amendments. This Agreement may be amended,
supplemented or otherwise modified only by means of a written instrument duly
authorized, executed and delivered by all of the parties hereto.

                  7.6      Waivers. The failure of any party to insist upon
strict performance of a covenant or other obligation of that party hereunder,
irrespective of the length of time for

                                        7

<PAGE>

which such failure continues, shall not be a waiver of such party's right to
demand strict compliance with such covenant or other obligation in the future.
No consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation hereunder shall be binding unless in writing and
then shall not constitute a consent to or waiver of any other breach or default
in the performance of the same or any other obligation hereunder.

                  7.7      Entire Agreement. This Agreement constitutes the full
and complete agreement of the parties with respect to the subject matter hereof.

                  7.8      Interpretation. Titles or captions of Articles and
Sections contained in this Agreement are inserted only as a matter of
convenience and for reference, and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof. Whenever from
the context it appears appropriate, each term stated in either the singular or
the plural shall include the singular and the plural. Whenever the context may
require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms. No provision hereof is to be interpreted
for or against any party because that party or that party's legal representative
or counsel drafted such provision.

                  7.9      Counterparts. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one agreement, binding on all the parties notwithstanding the fact that all
parties have not signed the same counterpart.

                  7.10     Applicable Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted,
construed and enforced in accordance with the laws of the State of California
without regard to that state's principles of conflicts of laws.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

LTC PROPERTIES, INC.,                           LTC GP II, INC.,
a Maryland corporation                          a Delaware corporation

By: /s/ Andre C. Dimitriadis                    By: /s/ James J. Pieczynski
    -------------------------------------       --------------------------------
Its: Chairman and Chief Executive Officer          James J. Pieczynski
                                                   Senior Vice president

LTC PARTNERS V,L.P.
a Delaware limited partnership
         By: LTC GP II, INC.,
             General Partner

             BY /s/ James J. Pieczynski
                ------------------------
                  James J. Pieczynski
                  Senior Vice President

                                        8

<PAGE>

                           "Original Limited Partners"

/s/ Zev Karkomi                         /s/ Don A. Karchmer
---------------------------             ----------------------------------
ZEV KARKOMI                             DON A. KARCHMER
c/o Zevco Enterprises                   120 East Sheridan-Bricktown
Two N. LaSalle, Suite 1901              Oklahoma City, OK 73101
Chicago, IL 60602

KAPRI ASSOCIATES                        SIDNEY LUCKMAN REVOCABLE TRUST

By: /s/ Don A. Karchmer                 By: /s/ Sidney Luckman
    -----------------------                 -------------------------------
    General Partner                            Sidney Luckman, Trustee
    P. O. Box 436                              c/o Sidney Luckman
    Okla. City, OK 73101                       Turnberry Tower
                                               19500 Turnberry Way
/s/ Peter Kamberos                             Apartment 27D
---------------------------                    N. Miami Beach, FL 33180
PETER KAMBEROS
Three First Nationnal Plaza
Suite 525                               ROBERT J. BLOCK REVOCABLE LIVING TRUST
Chicago, IL 60602

LOUISE BUSSIAN BLOCK REVOCABLE          By: /s/ Robert J. Block
        LIVING TRUST                        --------------------------------
                                               Robert J. Block, Trustee
                                               c/o Robert J. Block
                                               6518 North Lemai
                                               Lincolnwood, IL 60646
By: /s/ Louise B. Block
    -----------------------------
        Louise B. Block, Trustee
        c/o Louise B. Block
        6518 North Lemai
        Lincolnwood, IL 60646           /s/ Maria Pappas
                                        ------------------------------------
                                        MARIA PAPPAS
                                        Three First National Plaza
                                        Suite 525
                                        Chicago, IL 60602

                                        9

<PAGE>

                                    EXHIBIT A

                      NOTICE OF EXERCISE OF EXCHANGE RIGHT

                  The undersigned hereby irrevocably (i) presents for
exchange____ Units in LTC Partners V, L.P. (the "Partnership") in accordance
with the terms of the Exchange Rights Agreement dated as of June 14, 1996, among
LTC Properties, Inc., the Partnership, LTC GP II, Inc. and the persons listed on
the signature page thereto under the caption "Original Limited Partners" and the
Exchange Right referred to therein, (ii) surrenders such Units and all right,
title and interest therein, and (iii) directs that the Cash Amount or Exchange
Shares (as determined by LTC) deliverable upon exercise of the Exchange Right be
delivered to the address specified below, and if Exchange Shares are to be
delivered, such Exchange Shares be registered or placed in the name(s) and at
the address(es) specified below.

Dated:_________________________

Name of Exchanging Holder:___________________________

                                       _________________________________________
                                       (Signature of
                                            Exchanging Holder)

                                       _________________________________________
                                       (Street Address)

                                       _________________________________________
                                       (City)        (State)      (Zip Code)

If Exchange Shares are to be issued, issue to: ___________________
                                                            (Name)

Please insert social security or
identifying number of person named above:_________________________

                                       10