To: Nationwide Health Properties, Inc. Newport Beach, California 92660-6429 From: JPMorgan Chase Bank, National Association London EC2Y 5AJ England From: J.P. Morgan Securities Inc., Solely as Agent tel: (212) 622-5270 fax: (212) 622-0105Nationwide Health Properties Inc • April 3rd, 2006 • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
Nationwide Health Properties, Inc. 9,000,000 Shares Common Stock (par value $0.10 per share) UNDERWRITING AGREEMENT March 30, 2006Underwriting Agreement • April 3rd, 2006 • Nationwide Health Properties Inc • Real estate investment trusts • New York
Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”), an aggregate of 4,500,000 shares (the “Initial Shares”) of common stock, par value $0.10 per share, of the Company (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,350,000 shares of Common Stock (the “Additional Shares”). In addition, at the Company’s request, J.P. Morgan Securities Inc., as agent (in that capacity, the “JPMorgan Forward Seller”) for JPMorgan Chase Bank, National Association, London Branch (the “JPMorgan Forward Purchaser”), proposes to sell to the Underwriters an aggregate of 2,250,000 shares of Common Stock (“JPM
