HCP, Inc. (a Maryland corporation) 3.75% Senior Notes Due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2012 • Hcp, Inc. • Real estate investment trusts • New York
HCP, 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 Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective amounts set forth in such Schedule A of $450,000,000 aggregate principal amount of the Company’s 3.75% Senior Notes Due 2019 (the “Securities”). The Securities are to be issued pursuant to an indenture dated September 1, 1993 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be enter
