HCP, Inc. (a Maryland corporation) 4.20% Senior Notes Due 2024 UNDERWRITING AGREEMENTLease and Security Agreement • February 14th, 2014 • 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 Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo 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 $350,000,000 aggregate principal amount of the Company’s 4.20% Senior Notes Due 2024 (the “Securities”). The Securities are to be issued pursuant to an indenture, dated November 19, 2012 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture between the Company and the Trustee to be
