EXHIBIT 4.6
Published on March 31, 1999
LTC PROPERTIES, INC.
EXHIBIT 4.6
SIXTH SUPPLEMENTAL INDENTURE
This SIXTH SUPPLEMENTAL INDENTURE, dated as of December 30, 1998, is by
and between LTC Properties, Inc., a Maryland corporation (the "Company"), and
Harris Trust and Savings Bank, an Illinois banking corporation (the "Trustee"),
to that certain Indenture, dated as of September 23, 1994, between the Company
and the Trustee (as amended to date, the "Indenture"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Indenture.
WHEREAS, the parties hereto have entered into the Indenture which provides
for the issuance by the Company of individual series of securities thereunder,
upon the Company and the Trustee entering into a supplemental indenture to the
Indenture authorizing such series;
WHEREAS, the Third Supplemental Indenture to the Indenture authorized the
issuance of the Company's 8.25% Convertible Subordinated Debentures due January
1, 1999 (the "8.25% Debentures");
WHEREAS, the Company wishes to extend the maturity of the 8.25% Debentures
from January 1, 1999 to January 15, 1999;
WHEREAS, the Company wishes to extend the date on or before which Holders
may convert the 8.25% Debentures into common stock of the Company from the close
of business on January 1, 1999 to the close of business on January 15, 1999;
WHEREAS, the Company has received consent from Holders of $10,000,000
principal amount of the 8.25% Debentures (representing 100% of the outstanding
principal amount of the 8.25% Debentures) to enter into this Sixth Supplemental
Indenture to (i) provide for the extension of the maturity of the 8.25%
Debentures from January 1, 1999 to January 15, 1999 and (ii) extend the date on
or before which Holders may convert the 8.25% Debentures into common stock of
the Company from the close of business on January 1, 1999 to the close of
business on January 15, 1999;
WHEREAS, all acts necessary to constitute this Sixth Supplemental
Indenture as a valid, binding and legal obligation of the Company have been done
and performed.
NOW, THEREFORE, in consideration of the premises and of the covenants
contained herein, it is hereby agreed as follows:
1. The following terms of the 8.25% Debentures shall be amended as set
forth below:
1.1 Extension of Maturity Date. The maturity date of the 8.25%
Debentures shall be extended from January 1, 1999 to January 15, 1999.
1.2. Extension of Final Conversion Date. The date on or before which
Holders may convert the 8.25% Debentures into common stock of the Company shall
be extended from the close of business on January 1, 1999 to the close of
business on January 15, 1999.
2. Except as expressly modified and superseded by this Sixth
Supplemental Indenture, the terms and provisions of the Indenture and the 8.25%
Debentures issued thereunder are ratified and confirmed and shall continue in
full force and effect.
3. The laws of the State of New York shall govern this Sixth
Supplemental Indenture without regard to the principles of conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, all as of the date first above written.
LTC PROPERTIES, INC.
By /s/ ANDRE C. DIMITRIADIS
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Name: Andre C. Dimitriadis
Title: Chairman and Chief
Executive Officer
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By /s/ D.G. DONOVAN
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Name: D.G. Donovan
Title: Assitant Vice President
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