Exhibit 4.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
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This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") dated as of
March 19, 2004 between LTC PROPERTIES, INC., a Maryland corporation (the
"Company") and XXXXXX TRUST AND SAVINGS BANK, an Illinois banking corporation as
Rights Agent (the "Rights Agent")
EXPLANATORY STATEMENT
The Company and the Rights Agent are parties to that certain Rights
Agreement dated May 2, 2000 (the "Rights Agreement"). Pursuant to Section 27 of
the Rights Agreement, for so long as the Rights are then redeemable, the Company
may, in its sole and absolute discretion, and the Rights Agent shall, if the
Company so directs, and at the expense of the Company, supplement or amend any
provision of the Rights Agreement in any respect without the approval of any
holders of the Rights. The Company now desires to, and directs the Rights Agent
to, amend the Rights Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties here covenant and agree as follows:
1. Definitions. Capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Rights Agreement.
2. Amendments.
(a) Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
Section 7. Exercise of Rights, Purchase Price; Expiration Date of
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Rights
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(a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date and after the Rights have been become
exercisable, the registered holder of any Right Certificate may, subject to
Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the
Rights evidenced thereby, in whole or in part, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the office or agency of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-thousandths of a share of
Preferred Stock (or other securities, cash or other assets as the case may be)
as to which the Rights are exercised, at any time which is both after the
Distribution Date and prior to the time (the "Expiration Date") that is the
earliest of (i) the Close of Business on April 1, 2004 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date") or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof.
(b) A new Section 7(f) is hereby added to the Rights Agreement to
read as follows:
(f) Unless the Rights are redeemed as provided in Section 23 hereof,
exchanged as provided in Section 24 hereof or exercised, prior to the Final
Expiration Date, all of the Rights shall expire, terminate and be of no
further force or effect, and this Rights Agreement shall expire, terminate
and be of no further force or effect, as of the Final Expiration Date.
3. Other Terms Unchanged. Except as expressly amended hereby, the
Rights Agreement will remain unchanged, and the Rights Agreement, as amended,
shall remain in full force and effect in accordance with its terms.
4. Governing Law. This Amendment, the Agreement and each Rights
Certificate issued under the Agreement, shall be deemed to be a contract made
under the laws of the state of Maryland and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
LTC PROPERTIES, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice Chairman and Chief Financial Officer
XXXXXX TRUST AND SAVINGS BANK
as Rights Agent
By: /s/ XXXXXX X. XxXXXX, XX.
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Name: Xxxxxx X. XxXxxx, Xx.
Title: Vice President
[Signature Page of Amendment No. 1
to Rights Agreement]