0001104659-15-002643 Sample Contracts

HCP, Inc. (a Maryland corporation) 3.400% Senior Notes Due 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • January 15th, 2015 • Hcp, Inc. • Real estate investment trusts • New York

HCP, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC and RBS Securities Inc. are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective amounts set forth in such Schedule A of $600,000,000

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