VENTAS REALTY, LIMITED PARTNERSHIP $500,000,000 4.750% Senior Notes due 2030 UNDERWRITING AGREEMENT Dated March 30, 2020 BofA Securities, Inc. Wells Fargo Securities, LLCUnderwriting Agreement • April 1st, 2020 • Ventas, Inc. • Real estate investment trusts • New York
Ventas Realty, Limited Partnership, a Delaware limited partnership (the “Issuer”), and Ventas, Inc., a Delaware corporation (“Ventas”), propose to issue and sell to the underwriters listed in Schedule A hereto (the “Underwriters”), for whom BofA Securities, Inc. and Wells Fargo Securities, LLC are acting as representatives (together, the “Representatives”), $500,000,000 aggregate principal amount of 4.750% Senior Notes due 2030 (the “Notes”). The Notes will be issued under an Indenture, dated as of February 23, 2018 (the “Base Indenture”), among the Issuer, Ventas and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, to be dated as of April 1, 2020 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, Ventas and the Trustee. The Issuer’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed, collectively and individually (the “Guar
SIXTH SUPPLEMENTAL INDENTURE by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and as Trustee Dated as of April 1, 2020 Supplement to Indenture dated as of February 23, 2018 (Senior Debt Securities)Sixth Supplemental Indenture • April 1st, 2020 • Ventas, Inc. • Real estate investment trusts • New York
