HEALTH CARE PROPERTY INVESTORS, INC. (a Maryland Corporation) 5.65% Senior Notes Due 2013 UNDERWRITING AGREEMENTHealth Care Property Investors Inc • December 4th, 2006 • Real estate investment trusts • New York
Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom UBS Securities LLC is acting as representative (the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $400,000,000 aggregate principal amount of the Company’s 5.65% Senior Notes Due 2013 (the “Securities”). The Securities are to be issued pursuant to an indenture dated September 1, 1993 (the “Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the Officers’ Certificate (as defined in the Indenture) establishing the form and terms of the Securities pursuant to Section 301 of the Indenture.
