0000950123-10-085721 Sample Contracts

HEALTH CARE REIT, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2010 • Health Care Reit Inc /De/ • Real estate investment trusts • New York

Health Care REIT, Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of the Company’s 4.70% Notes due 2017 (the “Notes”), to be issued pursuant to the provisions of an indenture dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto, to be dated as of September 10, 2010 (the indenture, as so supplemented, the “Indenture”).

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SUPPLEMENTAL INDENTURE NO. 3 by and between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As of September 10, 2010 SUPPLEMENTAL TO THE INDENTURE DATED AS OF MARCH 15, 2010 HEALTH CARE REIT, INC.
Supplemental Indenture • September 13th, 2010 • Health Care Reit Inc /De/ • Real estate investment trusts • New York

This SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”) is made and entered into as of September 10, 2010 between HEALTH CARE REIT, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

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