VENTAS REALTY, LIMITED PARTNERSHIP $300,000,000 5.700% Senior Notes due 2043 UNDERWRITING AGREEMENT Dated September 23, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman Sachs & Co. UBS Securities LLCUnderwriting Agreement • September 25th, 2013 • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC are acting as representatives (together, the “Representatives”), $300,000,000 aggregate principal amount of 5.700% Senior Notes due 2043 (the “Notes”). The Notes will be issued under an indenture dated as of September 26, 2013, as supplemented by a second supplemental indenture (the “Indenture”), among the Issuer, Ventas and U.S. Bank National Association, as trustee (the “Trustee”). The Issuer’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed (the “Guarantee”) at the Closing Time (as defined in Section 2(c) hereof) by Ventas (the “Guarantor”). All references herein to the Notes include
