EXHIBIT 10
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This Amendment, dated as of March 23, 2001, is entered into by (1) LTC
PROPERTIES, INC., a Maryland corporation (the "BORROWER"), (2) the financial
institutions listed on the signature pages hereof (the "Lenders"), (3) SANWA
BANK CALIFORNIA, as administrative agent (the "ADMINISTRATIVE AGENT") for the
Lenders, (4) BANK OF MONTREAL, as syndication agent (the "SYNDICATION AGENT"),
and (5) BNP PARIBAS, as documentation agent (the "DOCUMENTATION AGENT").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent, the Syndication
Agent and the Documentation Agent are parties to a Revolving Credit Agreement
dated as of October 31, 2000 (the "CREDIT AGREEMENT"). Terms defined in the
Credit Agreement and not otherwise defined herein have the same respective
meanings when used herein, and the rules of interpretation set forth in Sections
1.2 and 1.3 of the Credit Agreement are incorporated herein by reference.
B. The Borrower and the Lenders wish to amend the Credit Agreement to,
among other things, reduce the Aggregate Commitment to $140,000,000.
Accordingly, the Borrower and the Lenders hereby agree as set forth below.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and
conditions of this Amendment, the Borrower and the Lenders hereby agree that the
Credit Agreement is amended as set forth below.
(a) The definitions of "Aggregate Commitment," "Collateral
Documents," "Credit Documents" and "Guarantors" in Section 1.1 of the
Credit Agreement are amended in full to read as follows:
"`AGGREGATE COMMITMENT" means the maximum amount of
credit available to the Borrower hereunder from time to time,
as such amount is reduced from time to time pursuant to
Sections 2.4 and 2.5."
"`COLLATERAL DOCUMENTS' means the Security Agreement,
each Subsidiary Security Agreement and the LTC Mortgages."
"`CREDIT DOCUMENTS' means this Agreement, the Notes,
the Guaranties, each Nonrecourse Guaranty, the Release of
Claims, the Security Agreement, each Subsidiary Security
Agreement, the LTC Mortgages, each
Subordination Agreement, each Letter of Credit Request, each
Assignment and Acceptance and the Engagement Letter."
"`GUARANTORS' means LTC GP I, Inc., a Delaware
corporation, LTC-Tampa, Inc., a Nevada corporation, LTC West,
Inc., a Nevada corporation, Education Property Investors,
Inc., a Nevada corporation, and each other Person that
executes a Guaranty or a Nonrecourse Guaranty."
(b) The definitions of "Pricing Xxxxx 0," "Pricing Level 3"
and "Pricing Level 4" in Section 1.1 of the Credit Agreement are
amended be deleting the word "schedule" in each such definition and
substituting the words "Compliance Certificate" in each case.
(c) Section 1.1 of the Credit Agreement is amended by adding
the following definition in appropriate alphabetical order:
"`SUBSIDIARY SECURITY AGREEMENT' means a Subsidiary
Security Agreement, in form and substance satisfactory to the
Administrative Agent in its reasonable discretion, executed by
a Subsidiary in favor of the Administrative Agent (or, at the
option of the Administrative Agent, an independent collateral
agent) for the benefit of the Lenders."
(d) Section 2.1 of the Credit Agreement is amended by deleting
the words "on the signature pages hereof" and substituting the words
"on Schedule 1."
(e) Section 2.8(c) of the Credit Agreement is amended by
adding the following proviso before the period at the end thereof:
"PROVIDED, HOWEVER, that the foregoing prepayment provisions of this
Section 2.8(c) shall not apply to the first $43,345,000 of such Net
Cash Proceeds and/or insurance or condemnation proceeds received by the
Borrower and/or its Subsidiaries after March 1, 2001."
(f) Section 5.1(a)(xv) of the Credit Agreement is amended by
adding the following language before the semicolon at the end thereof:
", together with a report in the form of Exhibit J showing the
cumulative total of such Net Cash Proceeds and/or insurance or
condemnation proceeds received by the Borrower and/or its Subsidiaries
after March 1, 2001 (PROVIDED, HOWEVER, that such report shall no
longer be required at such time as such cumulative total exceeds
$43,345,000)."
(g) Section 5.1(m)(i)(B) of the Credit Agreement is amended in
full to read as follows:
"`(B) in the case of any Subsidiary that is executing
an LTC Mortgage but that (1) has not already executed a
Guaranty or a
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Nonrecourse Guaranty, a Nonrecourse Guaranty duly executed by
such Subsidiary, and/or (2) has not already executed a
Subsidiary Security Agreement, a Subsidiary Security Agreement
duly executed by such Subsidiary; and."
(h) Section 5.2(b)(ix) of the Credit Agreement is amended in
full to read as follows:
"`(ix) Debt in the ordinary course of business
between the Borrower and any Subsidiary or between two
Subsidiaries, provided that the amount of such Debt owing to
the Borrower or any Subsidiary that has executed a Guaranty by
Subsidiaries that have not executed Guaranties shall not
exceed $1,000,000 in aggregate principal amount at any time
outstanding; and."
(i) Section 6.1(c) of the Credit Agreement is amended by
adding the words "or any Subsidiary Security Agreement" after the words
"the Security Agreement."
(j) Section 6.1(j) of the Credit Agreement is amended by
adding the words "or any Subsidiary Security Agreement" after the words
"the Security Agreement."
(k) Schedule 1 to the Credit Agreement is amended in full to
be in the form of Schedule 1 attached to this Amendment.
(l) Schedule 3.4 to the Credit Agreement is amended in full to
be in the form of Schedule 3.4 attached to this Amendment.
(m) The Credit Agreement is amended by adding a new Exhibit J
thereto in the form of Exhibit J attached to this Amendment.
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first set forth above when and if the Administrative
Agent receives the following documents, each dated the date hereof, otherwise in
form and substance satisfactory to the Administrative Agent and in the number of
originals requested by the Administrative Agent:
(a) this Amendment, duly executed by the Borrower and the
Required Lenders;
(b) consents to this Amendment, duly executed by the
Guarantors (as defined in Section 1(a)); and
(c) such other approvals, opinions, evidence and documents as
any Lender through the Administrative Agent may reasonably request.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BORROWER. The Borrower
represents and warrants to the xxxxxx and the Administrative Agent as set forth
below.
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(a) The execution, delivery and performance by the Borrower of
this Amendment and the Credit Documents, as amended hereby, to which
the Borrower is a party are within the Borrower's corporate powers,
have been duly authorized by all necessary corporate action and do not
(i) contravene the Borrower's charter documents or bylaws, (ii)
contravene any Governmental Rule or contractual restriction binding on
or affecting the Borrower or (iii) result in or require the creation or
imposition of any Lien (other than any created by the Credit Documents)
upon or with respect to any of the properties now owned or hereafter
acquired by the Borrower.
(b) No Governmental Action is required for the due execution,
delivery or performance by the Borrower of this Amendment or any of the
Credit Documents, as amended hereby, to which the Borrower is or is to
be a party.
(c) This Amendment and each of the other Credit Documents, as
amended hereby, to which the Borrower is a party constitute legal,
valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors'
rights generally.
(d) The Collateral Documents constitute valid Liens on the
Collateral purported to be covered thereby and secure the payment of
all obligations purported to be secured thereby; and the execution,
delivery and performance of this Amendment do not adversely affect the
Liens of the Collateral Documents.
(e) The financial information as of September 30, 2000 and for
the 9-month fiscal period then ended that was delivered by the Borrower
to the Lenders pursuant to Section 5.1(a)(iii) of the Credit Agreement
fairly presents the financial condition of the Borrower and the
relevant Subsidiaries as of such date and the results of the operations
of the Borrower and such Subsidiaries for the 9-month fiscal period
ended on such date, all in accordance with GAAP applied on a consistent
basis. Except as disclosed in a letter from the Borrower to the
Administrative Agent dated October 31, 2000, since September 30, 2000
no event or situation has occurred that could reasonably be expected to
have a Material Adverse Effect. The Borrower and its Subsidiaries have
no material contingent liabilities except as disclosed in the
aforementioned balance sheet or in the annual financial statements
referred to in Section 4.5 of the Credit Agreement.
(f) The representations and warranties contained in the Credit
Documents are correct on and as of the date hereof as though made on
and as of such date (other than any such representations or warranties
that, by their terms, refer to a specific date, in which case as of
such specific date). No event has occurred and is continuing, or would
result from the effectiveness of this Amendment, that constitutes a
Default.
SECTION 4. REFERENCE TO AND EFFECT ON CREDIT DOCUMENTS.
-4-
(a) On and after the effective date of this Amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or any other expression of like import referring to
the Credit Agreement, and each reference in the other Credit Documents
to "the Credit Agreement," "thereunder," "thereof," "therein" or any
other expression of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended by
this Amendment.
(b) Except as specifically amended above, the Credit Agreement
and the other Credit Documents shall remain in full force and effect
and are hereby ratified and confirmed; PROVIDED, HOWEVER, that the
Borrower hereby ratifies and confirms the Release of Claims with
respect to all "Released Matters" (as defined in the Release of Claims)
as if that term had been defined to cover the period from the beginning
of time through and including the date of this Amendment. Without
limiting the generality of the foregoing, the Collateral Documents and
all of the Collateral described therein do and shall continue to secure
the payment of all obligations stated to be secured thereby under the
Credit Documents, as amended hereby.
(c) Except as expressly set forth herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the
Lenders under any of the Credit Documents or constitute a waiver of any
provision of any of the Credit Documents.
SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights
and responsibilities hereunder and thereunder.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
-5-
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF CALIFORNIA.
LTC PROPERTIES, INC.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
SANWA BANK CALIFORNIA,
as Administrative Agent and Lender
By:
----------------------------------------
E. Xxxxx Xxxxx
Senior Vice President
BANK OF MONTREAL,
as Syndication Agent and Lender
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
S-1
BNP PARIBAS, Los Angeles Branch,
as Documentation Agent and Lender
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
BANK HAPOALIM B.M.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
BANK OF AMERICA, N.A.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
KEY CORPORATE CAPITAL INC.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
S-2
BHF (USA) CAPITAL CORPORATION
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
XXXXX FARGO BANK, N.A.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
BANK LEUMI USA
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
S-3
SCHEDULE 1
LENDERS AND APPLICABLE LENDING OFFICES
LENDER COMMITMENT DOMESTIC LENDING OFFICE
------ ---------- -----------------------
Sanwa Bank California $25,373,608.93 000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: E. Xxxxx Xxxxx
Senior Vice President
Telecopier: 000-000-0000
Bank of Montreal $29,157,392.70 000 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx
Director
Telecopier: 000-000-0000
BNP Paribas $14,244,833.06 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Managing Director
Telecopier: 000-000-0000
Bank Hapoalim B.M. $14,244,833.06 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
First Vice President
and Manager
Telecopier: 000-000-0000
Bank of America, N.A. $14,244,833.06 000 Xxxxx Xxxxxx Xxxxxx,
XX0-000-00-00
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx Strand
Managing Director
Telecopier: 000-000-0000
Key Corporate Capital Inc. $14,244,833.06 000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Tell
Portfolio Manager
Telecopier: 000-000-0000
BHF (USA) Capital Corporation $10,683,624.80 000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Vice President
Telecopier: 000-000-0000
Xxxxx Fargo Bank, N.A. $10,683,624.80 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxx
Vice President
Telecopier: 000-000-0000
Bank Leumi USA $ 7,122,416.53 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxx Hong
Vice President
Telecopier: 000-000-0000
Total Commitments: $140,000,000.00
EXHIBIT J
CUMULATIVE NET CASH PROCEEDS AND/OR INSURANCE
OR CONDEMNATION PROCEEDS AFTER MARCH 1, 2001
Date Gross Allocation
OF SALE SALE PRICE PERCENTAGE
------- ---------- ----------
Net Cash Proceeds to be applied: $43,345,000
Less sales to be applied as follows:
First $33,345,000 to be applied at 80%
1. Sale of Paradise Lane 3/5/01 ($2,185,000) 80% ($1,748,000)
2.
3.
Next $10,000,000 to be applied at 50%
1.
2.
3.
Total sales
------------
($2,185,000)
-----------
Net Cash Proceeds remaining to be applied $41,597,000
SCHEDULE 3.4
ASSETS TO BE ENCUMBERED
Borrower/Owned Property Loan / Collateral Value as of No. of State
Prop. No. 9/30/2000 Properties
---------------------------------------------------------------------------------------------------------------
A. MORTGAGE LOANS
1 Consulting, Management and Education, Inc. 061 $ 533,627.97 1 CO
2 G.I.T., Inc. 075 1,982,319.29 1 NC
3 Bellingham II Associates Limited Partnership 076 877,267.55 1 WA
4 Wiesburg, et al. 078 1,383,317.86 1 CA
5 Xxxx/Xxxxxx, et al. 086 2,292,195.38 1 AZ
6 Walnut Grove Associates Limited Partnership 090 882,114.90 1 WA
7 Holiday Care Center, Inc 092 952,160.35 1 FL
8 American Consultants, Inc 098 2,111,793.48 1 FL
9 Los Gatos Associates, L.P. 101 1,628,281.61 1 CA
10 Pet-Cal Associates, L.P. 114 1,178,255.12 1 CA
11 Big Spring Care Associates Limited 115 1,045,847.98 1 TX
Partnership
12 Charleston Associates, L.P. 117 1,081,582.61 1 NV
14 Xxxxx Xxxxxx Xxxxxx 133 10,842,077.68 5 SC
15 Springs Ark Associates, Limited Partnership 144 1,277,991.42 1 AR
16 Ark Rock Associates, Limited Partnership 146 1,833,040.64 1 AR
17 Woodland Manor Nursing Homes, Inc. 148 4,987,336.28 1 OH
18 Xxxxxx OK Associates, L.P. 150 1,206,443.93 1 OK
19 Xxxxxx Enterprises, Inc. 155 1,944,810.51 1 IA
00 Xxxxx Xxxxx Partners, L.P. 156 934,336.39 1 WA
21 Yakima Associates, L.P. 159 1,592,891.61 1 WA
22 Browns Nursing Home, Inc. 172 1,169,175.98 1 GA
23 Mi-Con Associates, a California Limited 182 2,084,494.66 1 WI
Partnership
24 Meadowbrook Healthcare Services of 188 5,856,728.42 2 CO
Colorado, Inc.
25 Bee Hurst Associates, L.P. 192 1,531,491.23 1 TX
26 Bee Hurst Associates, L.P. 193 1,450,130.73 1 TX
27 West Palm-Cal Associates, a California 194 4,282,057.09 1 FL
Limited Partnership
28 Yuba-Cal Associates, L.P. 195 3,067,297.01 1 CA
Borrower/Owned Property Loan / Collateral Value as of No. of State
Prop. No. 9/30/2000 Properties
---------------------------------------------------------------------------------------------------------------
29 Kil-Green Associates, L.P. 196 1,315,718.72 1 TX
30 Renaissance Retirement, Ltd. II 198 3,198,620.34 1 FL
Retirement Group, L.L.C. (second mortgage)
31 Sac-Cal Associates, a California Limited 203 1,526,342.63 1 CA
Partnership
32 Xxx/Wel Developers, Inc. 211 2,629,383.52 1 NE
33 St. Xxxxxx Acquisition, L.L.C. 217 1,905,972.49 1 IL
34 Grove Oak-Cal Associates, L.P. 225 1,432,811.64 1 MO
35 Osage Investment LLC 229 483,422.60 1 AL
36 San Xxxx-Cal Associates, L.P. 230 3,379,515.38 1 CA
37 Papillion Investors, LLC 232A/B 3,216,889.98 1 NE
38 Scottsbluff Investors, LLC 234A/B 3,011,556.59 0 XX
00 Xxxxxx Xxxx Xxxxxxxxx, X.X. 000X/X 2,383,596.70 1 IA
41 Pheo Med Limited Partnership 141 2,366,336.48 1 FL
42 Retirement Group, L.L.C. 179 2,688,283.52 1 GA
43 Retirement Group, L.L.C. 181 1,500,000.00 1 FL
44 Skyler Mississippi, Inc. 212 5,374,577.96 1 MS
45 Herf Associates, L.P. 131 387,189.33 1 TX
46 Elk Point Investors, LLC 238A/B 2,330,899.52 1 SD
47 Ogallala Investors, LLC 239A/B 1,921,080.93 1 NE
48 Kalispell Investors, LLC 231A/B 2,326,142.75 1 MT
49 Prairies Equities, Ltd. 210 1,468,957.80 1 TX
00 Xxxxxx Xxxxxx Limited Partnership 163 3,800,000.00 1 AZ
---------------- ---------
Total Mortgage Loans $108,656,366.56 53
================ =========
B. OWNED PROPERTIES
13 Consulting Management and Education, Inc. 194 1,685,585.96 1 CO
40 Mid Florida Inc. 195, 3,500,000.00 3 TN
(Crestwood, Hillview, Lauderdale) 000, 000
00 Xxxx Xxxxx Xxxx & Xxxxx X000 $ 3,356,494.62 1 FL
00 Xxxxxx Xxxxx - Xxxxxxxxx X000 3,050,748.00 1 FL
00 Xxxxxx Xxxxx - Xxxxxxx X000 5,267,240.00 1 FL
54 Prairie Manor Healthcare P018 6,600,000.00 1 IL
55 Alpine House P060 1,606,748.19 1 TX
56 Oakwood House P061 2,056,748.20 1 TX
57 Xxxxxxxx House P062 1,607,384.38 1 TX
58 Lakeland House P063 1,607,384.38 1 TX
59 Angelina House P066 2,000,000.00 1 TX
60 Neches House P068 2,050,000.00 1 TX
61 Xxxxxxxx House P071 2,600,000.00 1 WA
62 Colonial House P072 2,600,000.00 1 WA
Borrower/Owned Property Loan / Collateral Value as of No. of State
Prop. No. 9/30/2000 Properties
---------------------------------------------------------------------------------------------------------------
63 Linkville House (leasehold interest) P073 2,400,000.00 1 OR
64 Xxxxxxx House (leasehold interest) P074 2,150,000.00 1 OR
00 Xxxxxxxx Xxxxx xx Xxxxxxx Xxxxx X000 1,950,000.00 1 TX
66 Sylvan House P079 2,700,000.00 1 ID
67 Covenant Care Nursing P081 3,149,090.94 1 CA
68 Clearwater House P082 2,363,400.00 1 ID
69 Xxxxxxxx House P088 2,685,000.00 1 OH
70 Port Haven Health Care Center P094 2,481,587.57 1 OR
71 Madison House P095 2,223,000.00 1 NE
72 Xxxxxxxx House P096 2,418,000.00 0 XX
00 Xxxx Xxxxx X000 2,600,000.00 1 WA
74 Seneca House P098 2,535,000.00 1 OH
75 Xxxxxxx House P099 2,418,000.00 0 XX
00 Xxxxxxxxxx Xxxxx X000 2,535,000.00 1 OH
77 Jasmine House P101 2,520,000.00 1 AZ
78 Sterling House of Greeley P102 2,680,000.00 1 CO
79 Xxxxxxx House P104 2,925,000.00 1 NJ
80 Xxxxx House P106 2,600,000.00 1 AZ
81 Riverbend House P110 2,535,000.00 1 OH
82 Warren House P111 2,300,000.00 1 ID
83 Anabelle House P112 2,300,000.00 1 ID
84 Xxxxxx House P113 2,700,000.00 1 OR
85 Homestead House P117 2,223,000.00 1 NE
86 The Jewels House P119 2,535,000.00 1 IN
87 Chestnut House P118 2,535,000.00 1 OH
88 Arbor House P076 2,850,000.00 1 TX
89 Xxxxxxxxx House P122 2,535,000.00 1 IN
90 Florida LTC (New Port Xxxxxx) P123 6,238,892.40 1 FL
00 Xxxxxxxxx Xxxxx P130 3,392,122.00 1 CA
92 Sandia Springs P135 8,432,020.00 1 NM
93 Karrington at Rocky River P141 7,723,300.00 1 OH
94 Regent at Canyon Crest P151 8,800,000.00 1 AZ
00 Xxx Xxxxx xx Xxxxxxxxx X000 7,400,000.00 1 CA
96 Aspen Wind P153 5,390,000.00 1 WY
97 Meadow Wind P154 3,710,000.00 1 WY
98 Karrington at Presque Isle P155 8,326,700.00 1 PA
99 Xxxx House P156 2,812,500.00 1 IA
100 Spring Wind P157 3,710,000.00 1 WY
101 Sterling Hse - Clemson P160 2,421,392.70 1 SC
102 Sterling Hse - Greenwood P161 2,738,061.85 1 SC
103 Sterling Hse - Goldsboro P167 2,485,622.08 1 NC
104 Des Moines Cal Asso (University) P168 2,352,746.19 1 IA
000 Xxxxx Xxxxxx P170 3,500,000.00 1 CO
000 Xxxxxxx' Xxxxxxx - Xxxxxxxx P195 1,607,553.70 1 GA
---------------- ---------
Total Owned Properties $188,475,323.16 60
================ =========
Borrower/Owned Property Loan / Collateral Value as of No. of State
Prop. No. 9/30/2000 Properties
---------------------------------------------------------------------------------------------------------------
C. REMIC CERTIFICATES
LTC Commercial Mortgage Pass-Through $ 1,842,848.00
Certificate, Series 1993-1, Class X-0, Xx.
X-0
XXX Commercial Mortgage Pass-Through 2,381,520.00
Certificate, Series 1993-1, Class X-0, Xx.
X-0
XXX Commercial Mortgage Pass-Through 18,358,941.00
Certificate, Series 1994-1, Class E-1, No.
E-2
LTC Commercial Mortgage Pass-Through 17,672,987.00
Certificate, Series 1994-1, Class F-1, No.
F-2
LTC Commercial Mortgage Pass-Through 1,953,340.00
Certificate, Series 1994-1, Class X-1, No.
X-1 2
LTC Commercial Mortgage Pass-Through 225,589.00
Certificate, Series 1994-1, Class X-2, No.
X-2 2
LTC Commercial Mortgage Pass-Through 4,203,879.00
Certificate, Series 1996-1, Class F, No. 2
LTC Commercial Mortgage Pass-Through 4,722,331.00
Certificate, Series 1996-1, Class G, No. 2
LTC Commercial Mortgage Pass-Through 3,472,633.00
Certificate, Series 1996-1, Class X-1, No. 2
LTC Commercial Mortgage Pass-Through 2,735,630.00
Certificate, Series 1996-1, Class X-2, No. 2
Borrower/Owned Property Loan / Collateral Value as of No. of State
Prop. No. 9/30/2000 Properties
---------------------------------------------------------------------------------------------------------------
LTC Commercial Mortgage Pass-Through 6,710,274.00
Certificate, Series 1998-1, Class F, No. 2
LTC Commercial Mortgage Pass-Through 19,111,991.00
Certificate, Series 1998-1, Class G, No. 2
LTC Commercial Mortgage Pass-Through 8,821,457.00
Certificate, Series 1998-1, Class X-1, No. 2
LTC Commercial Mortgage Pass-Through 4,118,728.00
Certificate, Series 1998-1, Class X-2, No. 2
----------------
Total REMIC Certificates $96,332,148.00 N/A
---------------- -------
Total Collateral $393,463,837.72 113
================ ========
