Exhibit 1.2
June 27, 2002
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxxxx
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:
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxx Xxxxxxxx
--------------------------
Name: Xxx Xxxxxxxx
Title: Managing Director
