0000950123-12-005395 Sample Contracts

HEALTH CARE REIT, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2012 • 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”), $600,000,000 aggregate principal amount of the Company’s 4.125% Notes due 2019 (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 April 3, 2012 (the indenture, as so supplemented, the “Indenture”).

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