EX-1.1 3 dex11.txt TERMS AGREEMENT DATED JUNE 27, 2002 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. 610 Newport Center Drive, Suite 1150 Newport Beach, California 92660 Attention: Mark L. Desmond 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"): J.P. Morgan Securities Inc. ................. $60,000,000 Banc of America Securities LLC............... 25,000,000 Credit Suisse First Boston Corporation....... 15,000,000 ------------ Total............................. $100,000,000 ============ 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"), J.P. Morgan 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, J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON CORPORATION By: J.P. MORGAN SECURITIES INC. By: /s/ Huw Richards ------------------------------------ Name: Huw Richards Title: Managing Director Accepted: NATIONWIDE HEALTH PROPERTIES, INC. By: /s/ Mark L. Desmond ---------------------------------- Name: Mark L. Desmond Title: Senior Vice President & Chief Financial Officer