0001193125-05-110527 Sample Contracts

Nationwide Health Properties, Inc. 6.00% Notes due 2015 UNDERWRITING AGREEMENT May 11, 2005
Underwriting Agreement • May 18th, 2005 • Nationwide Health Properties Inc • Real estate investment trusts • New York

This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise or change after the date of this opinion and come to our attention, or any future changes in laws.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 18th, 2005 • Nationwide Health Properties Inc • Real estate investment trusts • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of May 18, 2005, by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and J.P. Morgan Trust Company, National Association (formerly, Chase Manhattan Bank and Trust Company, National Association), as trustee (the “Trustee”). Capitalized terms used and not otherwise defined herein shall have the meanings as defined in the Indenture (as defined herein).

Contract
Indenture Note • May 18th, 2005 • Nationwide Health Properties Inc • Real estate investment trusts

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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