EXHIBIT 10.1
FORM OF PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of July 12, 2005, is by and
among LTC Properties, Inc., a Maryland corporation (the "Company"), each
Purchaser listed under the heading "Direct Purchasers" on Schedule A (each, a
"Direct Purchaser"), each Investment Adviser listed under the heading
"Investment Advisers" on the signature pages hereto (each, an "Investment
Adviser") who are entering into this Agreement on behalf of themselves (as to
paragraph 5 of this Agreement) and those Purchasers which are a fund or
individual or other investment advisory client of such Investment Adviser listed
under their respective names on Schedule B (each, a "Client"), and each
Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering
into this Agreement on behalf of itself (as to paragraph 6 of this Agreement)
and those Purchasers which are customers for which it has power of attorney to
sign listed under their respective names on Schedule C (each, a "Customer").
Each of the Customers, Direct Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."
WHEREAS, the Purchasers desire to purchase from the Company (or their Investment
Advisers and Broker-Dealers desire to purchase on their behalf from the
Company), and the Company desires to issue and sell to the Purchasers up to an
aggregate of 1,500,000 shares (the "Capital Shares") of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"), with the number of
Capital Shares acquired by each Purchaser set forth opposite the name of such
Purchaser on Schedule A, Schedule B or Schedule C, as the case may be.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1.
PURCHASE AND SALE.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE INVESTMENT ADVISERS AND THE BROKER-DEALERS (ON
BEHALF OF PURCHASERS WHICH ARE CLIENTS AND CUSTOMERS, RESPECTIVELY) AND THE
OTHER PURCHASERS HEREBY SEVERALLY AND NOT JOINTLY AGREE TO PURCHASE FROM THE
COMPANY, AND THE COMPANY AGREES TO ISSUE AND SELL TO THE SEVERAL PURCHASERS THE
NUMBER OF CAPITAL SHARES SET FORTH NEXT TO SUCH PURCHASER'S NAME ON SCHEDULE A,
SCHEDULE B OR SCHEDULE C, AS THE CASE MAY BE, AT A PRICE PER SHARE OF $22.08 FOR
AN AGGREGATE PURCHASE AMOUNT IN AN AMOUNT AS SET FORTH ON SCHEDULE D HEREOF (THE
"PURCHASE PRICE") AT THE CLOSING (AS DEFINED BELOW).
2.
REPRESENTATIONS AND WARRANTIES OF
PURCHASER.
EACH PURCHASER REPRESENTS AND WARRANTS WITH RESPECT TO ITSELF THAT:
(a)
Due Authorization.
Such Purchaser has full
power and authority to enter into this Agreement and is duly authorized to
purchase the Capital Shares in the amount set forth opposite its name on
Schedule A, Schedule B or Schedule C, as the case may be.
This Agreement has
been duly authorized by such Purchaser and duly executed and delivered by or on
behalf of such Purchaser.
This Agreement constitutes a legal, valid and binding
agreement of such Purchaser, enforceable against such Purchaser in accordance
with its terms except