Exhibit 1.1
Nationwide Health Properties, Inc.
(a Maryland corporation)
Fixed Rate
Medium-Term Notes, Series D
TERMS AGREEMENT
June 27, 2002
Nationwide Health Properties, Inc.
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Re: Distribution Agreement dated February 18, 1999
Reference is made to the Distribution Agreement (the "Distribution
Agreement") of Nationwide Health Properties, Inc. (the "Company") dated February
18, 1999, which is incorporated herein by reference. The undersigned (the
"Underwriters") severally agree to purchase the following principal amounts of
Medium-Term Notes, Series D, of the Company (the "Notes"):
▇.▇. ▇▇▇▇▇▇ Securities Inc. ................. $60,000,000
Banc of America Securities LLC............... 25,000,000
Credit Suisse First Boston Corporation....... 15,000,000
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Total............................. $100,000,000
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Principal Amount: $100,000,000
Stated Maturity Date: July 1, 2012
Original Issue Date: July 3, 2002
Trade Date: June 27, 2002
Issue Price: 99.499%
Discount or Commission: 0.650%
Settlement Date and Time: July 3, 2002 at 7 a.m. (Pacific Time)
Additional Terms:
Interest Rate: 8.250%
Interest Payment Dates: January 1 and July 1, beginning January 1, 2003
Day Count Convention:
30/360 for the period from July 3, 2002 to July 1, 2012.
Redemption: The Notes will be redeemable, in whole or in part, at the
option of the Company at any time on the terms set forth in the Pricing
Supplement dated June 27, 2002.
The certificate referred to in Section 7(b) of the Distribution Agreement,
the opinions referred to in Section 7(c) of the Distribution Agreement and the
accountant's letter referred to in Section 7(d) of the Distribution Agreement
will be required. The accountant's letter will be dated the Trade Date and a
bring-down accountant's letter, as well as the certificate and the opinion, will
each be dated the Original Issue Date.
Default by One or More of the Underwriters: If one or more of the
Underwriters shall fail at the Original Issue Date to purchase the Notes which
it or they are obligated to purchase under this Terms Agreement (the "Defaulted
Notes"), ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "Lead Manager") shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters satisfactory to the
Company, to purchase all, but not less than all, of the Defaulted Notes in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Lead Manager shall not have completed such arrangements within such 24-hour
period, then:
(a) if the number of Defaulted Notes does not exceed 10% of the
aggregate principal amount of the Notes to be purchased hereunder, each of
the non-defaulting Underwriters shall be obligated, severally and not
jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Notes exceeds 10% of the aggregate
principal amount of the Notes to be purchased hereunder, this Terms
Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.
No action taken pursuant to this provision shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of
this Terms Agreement, the Lead Manager or the Company shall have the right to
postpone the Original Issue Date for a period not exceeding seven days in order
to effect any required changes in the pricing supplement dated June 27, 2002
relating to the Notes or in any other documents or arrangements.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Underwriters a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Company and the Underwriters in accordance with its terms.
Very truly yours,
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
By: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
Accepted:
NATIONWIDE HEALTH PROPERTIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
& Chief Financial Officer