Exhibit 1.4
June 27, 2002
Credit Suisse First Boston Corporation
Eleven Madison Avenue, 11th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Ladies and Gentlemen:
This letter agreement confirms that pursuant to the Distribution Agreement,
dated February 18, 1999 (the "Distribution Agreement") and the consent dated
June 24, 2002 and the consent dated June 25, 2002, from Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated and Xxxxxxx, Sachs & Co., respectively, Nationwide
Health Properties, Inc. (the "Company") has appointed you as an Agent, on the
basis set forth below, solely with respect to your purchase as principal of
certain Medium-Term Notes specified in the Terms Agreement, dated June 27, 2002
(the "Purchased Notes"), a copy of which is attached hereto.
You will serve as an Agent in accordance with the terms, and subject to the
representations, warranties, conditions and agreements, set forth in the
Distribution Agreement, as in effect on the date hereof, except as follows: (i)
you shall not serve as Agent hereunder with respect to any Notes other than the
Purchased Notes; and (ii) the Distribution Agreement shall automatically
terminate as to you immediately after settlement occurs with respect to the
Purchased Notes, except that Sections 8, 9, 10 and 11 will remain operative and
in full force and effect.
The Company is hereby furnishing to you, has previously furnished to you or
agrees to furnish to you, as the case may be, copies of the opinion, certificate
and accountant's letter specified in Sections 5(a)(1), 5(b) and 5(c) of the
Distribution Agreement, each dated February 18, 1999, and addressed to the
initial Agents under the Distribution Agreement. In addition, the Company agrees
to furnish to you the opinion, certificate and accountant's letters referred to
in Sections 7(c), 7(b) and 7(d) of the Distribution Agreement. The accountant's
letter will be dated the Trade Date and a bring-down accountant's letter, as
well as the certificate and the opinion, will each be dated the Original Issue
Date.
Notices to you under Section 13 of the Distribution Agreement will be sent
to you at the address set forth above or to such other address as you may
specify in writing hereafter.
Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Distribution Agreement.
This Agreement and the rights and obligations of the parties created hereby
shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made and to be performed in such state.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same agreement.
If the foregoing correctly sets forth our agreement, please sign in the
space provided below and return to us the enclosed duplicate originals of this
letter agreement.
Very truly yours,
NATIONWIDE HEALTH PROPERTIES, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
& Chief Financial Officer
Accepted and agreed to as of the date first
above written:
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
