Exhibit 4.1


 


 


HEALTHPEAK PROPERTIES, INC.


 


 






 


NINTH SUPPLEMENTAL INDENTURE


 


Dated as of November 21, 2019


 


to the


 


INDENTURE


 


Dated as of November 19, 2012


 







 



 


3.000% SENIOR NOTES DUE 2030


 


The Bank of New York Mellon Trust Company,
N.A.


 


Trustee


 


 


 






    


     


    

 








TABLE OF CONTENTS


 




	ARTICLE I DEFINITIONS	1
	Section 1.1   Definition of Terms	1
	 	 
	ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES	4
	Section 2.1   Designation and Principal Amount	4
	Section 2.2   Maturity	4
	Section 2.3   Further Issues	4
	Section 2.4   Form of Payment	4
	Section 2.5   Global Securities and Denomination of Notes	4
	Section 2.6   Interest	5
	Section 2.7   Redemption	5
	Section 2.8   Sinking Fund	5
	Section 2.9   Form of the Notes	5
	Section 2.10   Place of Payment	5
	 	 
	ARTICLE III ADDITIONAL COVENANTS APPLICABLE TO THE NOTES	5
	Section 3.1   Limitations on the Incurrence of Debt	5
	Section 3.2   Maintenance of Total Unencumbered Assets	6
	Section 3.3   Reports by the Company	7
	Section 3.4   Additional Covenants	8
	 	 
	ARTICLE IV EVENTS OF DEFAULT	8
	Section 4.1   Events of Default	8
	 	 
	ARTICLE V DEFEASANCE	8
	Section 5.1   Defeasance upon Deposit of Moneys or U.S. Government Obligations	8
	 	 
	ARTICLE VI ORIGINAL ISSUANCE OF NOTES	9
	Section 6.1   Original Issue of Notes	9
	Section 6.2   Appointment of Agents. The Trustee shall initially be the Registrar and Paying Agent for the Notes	9
	 	 
	ARTICLE VII MISCELLANEOUS	9
	Section 7.1   Applicability of Supplemental Indenture	9
	Section 7.2   Ratification of Indenture	9
	Section 7.3   Trustee Not Responsible for Recitals	9
	Section 7.4   Governing Law	9
	Section 7.5   Separability	9
	Section 7.6   Counterparts Originals	9



 






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NINTH SUPPLEMENTAL
INDENTURE, dated as of November 21, 2019 (this “Supplemental Indenture”), by and between HEALTHPEAK PROPERTIES,
INC. (formerly known as HCP, Inc.), a corporation duly organized and existing under the laws of the State of Maryland (the
 “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee, a national banking association
organized and existing under the laws of the United States of America, as Trustee under the Indenture (as hereinafter defined)
(the “Trustee”).


 


RECITALS OF THE COMPANY


 


A.       The
Company and the Trustee are parties to that certain Indenture, dated as of November 19, 2012 (the “Base Indenture”,
and as supplemented by this Supplemental Indenture, the “Indenture”), to provide for the issuance of Securities to
be issued in one or more series.


 


B.       Under
Section 14.01 of the Base Indenture, the Company and the Trustee are authorized to enter into one or more indentures supplemental
to the Base Indenture, without the consent of the Holders of Securities, in order to establish the forms and terms of Securities
of any series pursuant to Section 3.01 of the Base Indenture.


 


C.       The
Company desires to provide for the establishment of a new series of Securities under the Base Indenture to be known as the “3.000%
Senior Notes due 2030” (the “Notes”), the form and substance and the terms, provisions and conditions thereof
to be set forth as provided in the Base Indenture and this Supplemental Indenture.


 


D.       Concurrent
with the execution hereof, the Company has delivered to the Trustee an Officer’s Certificate and caused its counsel to deliver
to the Trustee an Opinion of Counsel, each pursuant to Section 16.01 of the Base Indenture.


 


E.       The
Company has done all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with
its terms.


 


NOW THEREFORE, in consideration
of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Section 1.1           
Definition of Terms. Unless the context otherwise requires:


 


(a)         
each term defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;


 


(b)         
unless otherwise defined in the Indenture or the context otherwise requires, all terms used herein without definition which
are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;


 









    


     


    

 


(c)         
the singular includes the plural and vice versa;


 


(d)         
headings are for convenience of reference only and do not affect interpretation;


 


(e)         
the words “herein”, “hereof” and “hereunder” and other words of similar import refer
to the Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(f)          
a reference to a Section or Article is to a Section or Article of this Supplemental Indenture unless otherwise indicated;
and


 


(g)         
the following terms have the meanings given to them in this Section 1.1(g):


 


“Annualized
Consolidated EBITDA” means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by
four.


 


“Annualized
Interest Expense” means, for any quarter, the Interest Expense for that quarter multiplied by four, provided that
any nonrecurring item, as determined by the Company in good faith, that is included in Interest Expense will be removed from such
Interest Expense before such multiplication.


 


“Capitalized
Lease” means at any time any lease of Property which, in accordance with GAAP, would at such time be required to be capitalized
on a balance sheet of the lessee.


 


“Consolidated
EBITDA” means, for any period of time, the net income (loss) of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP for such period, before deductions for (without duplication):


 


		(1)	Interest Expense;



 


		(2)	taxes;



 


		(3)	depreciation, amortization, and all other non-cash items, as determined reasonably and in good faith by the Company, deducted
in arriving at net income (loss);



 


		(4)	extraordinary items, including impairment charges;



 


		(5)	non-recurring items or other unusual items, as determined reasonably and in good faith by the Company (including, without limitation,
all prepayment penalties and all costs or fees incurred in connection with any debt financing or amendment thereto, acquisition,
disposition, recapitalization or similar transaction (regardless of whether such transaction is completed));



 


		(6)	noncontrolling interests;



 






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		(7)	income or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in
accordance with GAAP; and



 


		(8)	gains or losses on dispositions of depreciable real estate investments, property valuation losses and impairment charges.



 


For purposes of calculating
Consolidated EBITDA, all amounts shall be as determined reasonably and in good faith by the Company, and in accordance with GAAP
except to the extent that GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.


 


“Consolidated
Financial Statements” means, with respect to any Person, collectively, the consolidated financial statements and notes
to those financial statements, of that Person and its Subsidiaries prepared in accordance with GAAP.


 


“Incur”
means, with respect to any Debt or other obligation of any Person, to create, assume, guarantee or otherwise become liable in respect
of such Debt or other obligation, and “Incurrence” and “Incurred” have the meanings correlative to the
foregoing.


 


“Interest
Expense” means, for any period of time, the aggregate amount of interest recorded in accordance with GAAP for such period
by the Company and its Subsidiaries, but excluding (i) interest reserves funded from the proceeds of any loan, (ii) prepayment
penalties, (iii) amortization of deferred financing costs, and (iv) non-cash swap ineffectiveness charges, in all cases as reflected
in the applicable Consolidated Financial Statements.


 


“Latest Completed
Quarter” means, as of any date, the then most recently ended fiscal quarter of the Company for which Consolidated Financial
Statements of the Company have been completed, it being understood that at any time when the Company is subject to the informational
requirements of the Exchange Act, and in accordance therewith files annual and quarterly reports with the SEC, the term “Latest
Completed Quarter” shall be deemed to refer to the fiscal quarter covered by the Company’s most recently filed
Quarterly Report on Form 10-Q, or, in the case of the last fiscal quarter of the year, the Company’s Annual Report on Form
10-K.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.


 


“Real Estate
Assets” means, as of any date, the real estate assets of such Person and its Subsidiaries on such date, on a consolidated
basis determined in accordance with GAAP.


 


“Secured Debt”
means, as of any date, that portion of the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries
as of that date that is secured by a Lien on properties or other assets of the Company or any of its Subsidiaries.


 


“Total
Assets” means, as of any date, the consolidated total assets of the Company and its Subsidiaries, as such amount
would appear on a consolidated balance sheet of the Company prepared as of such date in accordance with GAAP. “Total
Assets” shall include Undepreciated Real Estate Assets and all other assets but shall exclude goodwill, and shall
include the proceeds of the Debt or Secured Debt to be Incurred.


 






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“Total Unencumbered
Assets” means, as of any date, Undepreciated Real Estate Assets of the Company and its Subsidiaries that are not subject
to any Lien which secures Debt of any of the Company and its Subsidiaries plus, without duplication, loan loss reserves relating
thereto, accumulated depreciation thereon, plus all other assets of the Company and its Subsidiaries as all such amounts would
appear on a consolidated balance sheet of the Company prepared as of such date in accordance with GAAP plus the proceeds of the
Debt or Secured Debt to be Incurred; provided, however, that “Total Unencumbered Assets” does not include net real
estate investments under unconsolidated joint ventures of the Company and its Subsidiaries and does not include goodwill.


 


“Undepreciated
Real Estate Assets” means, as of any date, the amount of real estate assets valued at original cost plus capital improvements.


 


“Unsecured
Debt” means, as of any date, that portion of the aggregate principal amount of all outstanding Debt of the Company and
its Subsidiaries as of that date that is not Secured Debt.


 


ARTICLE
II



GENERAL TERMS AND CONDITIONS OF THE NOTES


 


Section 2.1           
Designation and Principal Amount. There is hereby authorized and established a new series of Securities under the
Base Indenture designated as the “3.000% Senior Notes due 2030,” which is not limited in aggregate principal amount.
The initial aggregate principal amount of the Notes to be issued on November 21, 2019 under this Supplemental Indenture shall be
$750,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Notes pursuant
to Sections 3.04, 3.06, 3.07, 4.06 or 14.05 of the Base Indenture). Any additional amounts of Notes to be issued shall be set forth
in an Officer’s Certificate.


 


Section 2.2           
Maturity. The Stated Maturity of principal for the Notes shall be January 15, 2030.


 


Section 2.3           
Further Issues. The Company may from time to time, without the consent of the Holders of the Notes, issue additional
Notes, but only if such additional Notes are issued as part of a “qualified reopening” for U.S. federal income tax
purposes. Any such additional Notes shall have the same ranking, interest rate, maturity date and other terms as the outstanding
Notes (other than the offering price, the date of issuance and, under certain circumstances, the date from which interest thereon
shall begin to accrue and the first interest payment date). Any such additional Notes, together with the Notes herein provided
for, shall constitute a single series of Securities under the Indenture.


 


Section 2.4           
Form of Payment. The Notes shall be denominated in, and principal of, premium, if any, and interest on the Notes
shall be payable in U.S. dollars.


 


Section 2.5           
Global Securities and Denomination of Notes. Upon the original issuance, the Notes shall be represented by one or
more Global Securities without coupons. The Company shall issue the Notes in minimum denominations of $2,000 and in integral multiples
of $1,000 in excess thereof and shall deposit the Global Securities with the Trustee as custodian for DTC (which shall act as
the Depositary for the Notes) in New York, New York, and register the Global Securities in the name of DTC or its nominee.


 






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Section 2.6           
Interest. The Notes shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months)
from November 21, 2019 at the rate of 3.000% per annum payable in cash semiannually in arrears; interest payable on each Interest
Payment Date shall include interest accrued from November 21, 2019, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are January 15 and July
15, commencing on July 15, 2020; and interest shall be payable on any Interest Payment Date to the Person or Persons in whose name
the Notes are registered at the close of business on the fifteenth calendar day preceding the relevant Interest Payment Date.


 


Section 2.7           
Redemption. The Notes are subject to redemption at the option of the Company as set forth in the form of Note attached
hereto as Exhibit A.


 


Section 2.8           
Sinking Fund. The Notes are not subject to any sinking fund.


 


Section 2.9            Form
of the Notes. The Notes shall have such other terms and provisions as are set forth in the form of certificate evidencing
the Notes attached hereto as Exhibit A, all of which terms and provisions are incorporated by reference in and made a part
of Article II to this Supplemental Indenture as if set forth in full herein.


 


Section 2.10         
Place of Payment, Transfer and Exchange. Principal of, premium, if any, and interest on the Notes shall be payable,
Notes may be presented for registration of transfer or exchange, and notices and demands to or upon the Company in respect of the
Notes may be made, at the Corporate Trust Office of the Trustee.


 


ARTICLE
III



ADDITIONAL COVENANTS APPLICABLE TO THE NOTES


 


Section 3.1           
Limitations on the Incurrence of Debt.


 


(a)         
The Company shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect
to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application
of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication)
(i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages
receivable acquired or to be acquired in exchange for proceeds of any securities offering, and the amount of any securities offering
proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce
Debt), since the end of the Latest Completed Quarter.


 






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(b)         
The Company shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving
effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed
Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would
exceed 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase
price of any Real Estate Assets or mortgages receivable acquired or to be acquired in exchange for proceeds of any securities offering,
and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets
or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter.


 


(c)         
The Company shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect
to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application
of the net proceeds therefrom, the ratio of Annualized Consolidated EBITDA to Annualized Interest Expense for the Latest Completed
Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that:


 


(i)            the
additional Debt and any other Debt Incurred by the Company or any of its Subsidiaries since the first day of the Latest Completed
Quarter to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of
that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including
to refinance other Debt, had occurred at the beginning of such period; provided that in determining the amount of Debt so Incurred,
the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during
such period;


 


(ii)          the
repayment or retirement of any other Debt repaid or retired by the Company or any of its Subsidiaries since the first day of the
Latest Completed Quarter to the date of determination had occurred at the beginning of that period; provided that in determining
the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period; and


 


(iii)         in
the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock
or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by the Company or any
of its Subsidiaries since the first day of the Latest Completed Quarter to the date of determination, the acquisition, disposition,
placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day
of such period, with the appropriate adjustments to Annualized Consolidated EBITDA and Annualized Interest Expense with respect
to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.


 


Section 3.2           
Maintenance of Total Unencumbered Assets. The Company and its Subsidiaries shall maintain at all times Total Unencumbered
Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt.


 






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Section
3.3           
Reports by the Company.


 


For so long as the
Notes of either series are outstanding, the Company shall:


 


(a)         
file with or deliver to the Trustee, within 15 days after the Company is required to file the same with the Securities
and Exchange Commission (the “SEC”), copies of the annual and quarterly reports and the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe)
that the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports with the SEC pursuant to either Section 13 or Section
15(d) of the Exchange Act, then the Company will file with or deliver to the Trustee and the SEC, in accordance with any other
rules and regulations that may be prescribed from time to time by the SEC, such annual and quarterly reports and supplementary
and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect
of a security listed and registered on a national securities exchange, as may be prescribed from time to time by the SEC in such
rules and regulations; or


 


(b)         
if at any time the Company is not subject to Section 13 or 15(d) of the Exchange Act and the Company is not providing
annual and quarterly reports and supplementary and periodic information, documents and reports to the SEC and the Trustee pursuant
to Section 3.3(a) of this Supplemental Indenture, the Company will, at its option, either (i) post on a publicly available
website or (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and
a confidentiality acknowledgement (a “Confidential Datasite”), within 15 days of the filing date that would be applicable
to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial
statements and accompanying disclosure described in Item 303 of Regulation S-K (“management’s discussion and analysis
of financial condition and results of operations”) that would be required to be contained in annual reports on Form 10-K
and quarterly reports on Form 10-Q, respectively, required to be filed with the SEC if the Company were subject to Section
13(a) or 15(d) of the Exchange Act. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential
Datasite will be provided promptly upon request to Holders and beneficial owners of, and bona fide potential investors in, the
Notes as well as securities analysts and market makers and no such request for access to the Confidential Datasite will be unreasonably
denied.


 


Any such report, information
or document that the Company files with or furnishes to the SEC through the SEC’s Electronic Data Gathering Analysis and
Retrieval system (or any successor thereto) (“EDGAR”) shall be deemed filed with the Trustee for purposes of Section
3.3(a) and (b) of this Supplemental Indenture at the time of such filing or furnishing through EDGAR. Delivery of such reports,
information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such will not constitute
actual or constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of the Company’s covenants of the Indenture relating to the Notes (as to which the
Trustee is entitled to rely exclusively on an Officer’s Certificate).


 






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Section 3.4           
Additional Covenants.


 


With respect to the
Notes, the covenants set forth in Sections 3.1 and 3.2 of this Supplemental Indenture supplement those covenants set forth in Article
VI of the Base Indenture and the covenant set forth in Section 3.3 of this Supplemental Indenture replaces in its entirety the
covenant set forth in Section 10.02 of the Base Indenture and with respect to the Notes, all references to Section 10.02 of the
Base Indenture contained in the Base Indenture and this Supplemental Indenture shall be deemed to refer to Section 3.3 of this
Supplemental Indenture.


 


ARTICLE
IV



EVENTS OF DEFAULT


 


Section 4.1           
Events of Default.


 


The term “Event
of Default” as used in the Indenture with respect to the Notes shall include the following described event in addition to
those set forth in Section 7.01 of the Base Indenture:


 


(i)            if
any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Debt (including obligations under Capitalized Leases) of the Company (including an Event of Default
with respect to any Outstanding Securities of any series other than the Notes) in an aggregate amount in excess of $50,000,000,
whether such Debt now exists or shall hereafter be created, shall happen and shall result in such Debt becoming or being declared
due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been
rescinded or annulled within ten days after there shall have been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes,
a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled.


 


ARTICLE
V



DEFEASANCE


 


Section 5.1           
Defeasance upon Deposit of Moneys or U.S. Government Obligations.


 


At the Company’s
option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the Notes on the first
day after the applicable conditions set forth in Section 12.03 of the Base Indenture have been satisfied or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.08 or 10.02 of the Base
Indenture and Sections 3.1, 3.2 and 4.1 of this Supplemental Indenture with respect to the Notes at any time after the applicable
conditions set forth in Section 12.03 of the Base Indenture have been satisfied.


 






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ARTICLE
VI


 

ORIGINAL ISSUANCE OF NOTES


 


Section 6.1           
Original Issue of Notes. The Notes may, upon execution of this Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver
each such series of Notes as in such Company Order provided.


 


Section 6.2           
Appointment of Agents. The Trustee shall initially be the Registrar and Paying Agent for the Notes.


 


ARTICLE
VII



MISCELLANEOUS


 


Section 7.1           
Applicability of Supplemental Indenture. Each and every term and condition contained in this Supplemental Indenture
shall apply to the Notes issued on the date hereof or hereafter, but not to any other series of Securities issued or to be issued
under the Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with, this Supplemental
Indenture, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.


 


Section 7.2           
Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent
herein and therein provided; provided that the provisions of this Supplemental Indenture apply solely with respect to these Notes.


 


Section 7.3           
Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.


 


Section 7.4           
Governing Law. This Supplemental Indenture and each Note shall be deemed to be contracts made under the law of the
State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.


 


Section 7.5           
Separability. In case any provision in this Supplemental Indenture or in any of the Notes of either or both series
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 7.6           
Counterparts Originals. This Supplemental Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


 









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IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized,
all as of the day and year first above written.


 


	 	HEALTHPEAK
    PROPERTIES, INC., as Issuer
	 	 
	 	By:	/s/ Peter A. Scott
	 	Name:	Peter A. Scott
	 	Title: 	Executive
    Vice President and Chief Financial Officer







 


[Signature Page to Supplemental Indenture]


 



    


     


    




 


 


	 	THE
    BANK OF NEW YORK MELLON
	 	TRUST
    COMPANY, N.A., as Trustee
	 	 
	 	By:	/s/ Karen Yu
	 	Name: Karen Yu
	 	Title:
    Vice President




  


[Signature Page to Supplemental Indenture]


 






    


     


    





 


EXHIBIT A


 


No. R-[●]


	
        CUSIP NO. 42250PAA1

        ISIN NO. US42250PAA12
	 	PRINCIPAL AMOUNT
	 	 	 
	 	 	$[  ]


 


HEALTHPEAK PROPERTIES, INC.


 


3.000% SENIOR NOTES DUE 2030


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR
A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.


 






    


     


    

 


HEALTHPEAK PROPERTIES,
INC. (formerly known as HCP, Inc.), a Maryland corporation (the “Company”, which term shall include any successor
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of [ ] Million Dollars ($[ ]) on January 15, 2030, and to pay interest thereon from November 21, 2019
or from the most recent interest payment date on which interest has been paid or duly provided for, semi-annually in arrears on
January 15 and July 15 (each, an “Interest Payment Date”) of each year (or if such date is not a Business Day, on
the next Business Day thereafter; no interest will accrue on such payment for the period from and after such Interest Payment
Date to the date of such payment on the next succeeding Business Day), commencing July 15, 2020, at the rate of 3.000% per annum,
until the entire principal amount hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holder in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on the Record Date for such interest, which shall be the date that
is 15 calendar days prior to such Interest Payment Date, whether or not a Business Day. Any such interest not so punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Record Date, and
may either be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Notes of this series not less than 10 calendar days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Payments of principal, premium, if any, and
interest in respect of this Note will be made by the Company in immediately available funds.


 


Payment of the principal
of and interest on this Note shall be payable at the Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A.,
located at 101 Barclay Street, Floor 8 W, New York, New York 10286, or at such other office or agency of the Company maintained
for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest may be
paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Register or by wire transfer
to an account designated by the Holder; and, provided, further, that so long as this Note is registered in the name of DTC or its
nominee, principal and interest payments will be paid to DTC or its nominee, as the Holder, by wire transfer in same-day funds.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






    


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed this 21st day of November, 2019.


 


 


	 	Healthpeak Properties, Inc.,
	 	a Maryland corporation
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	Peter A. Scott
	 	Title:	Executive Vice President and Chief Financial Officer


 


Attest:


 


	By:	 	 	 
	Name:	Troy E. McHenry	 
	Title:	Executive Vice President and Corporate Secretary	 
	 	 	 


 






    


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


 


This is one of the
Notes of the series designated herein referred to in the within-mentioned Indenture.


 


 


	 	The Bank of New York Mellon
Trust Company, 

N.A., as Trustee
	 	 	 	 
	 	By:	 	 
	 		Authorized Signatory
	 	 
	 	Dated: November 21, 2019


 






    


     


    

 


This Note is one of
a duly authorized issue of securities designated as the “3.000% Senior Notes due 2030” (herein called the “Notes”)
of Healthpeak Properties, Inc. (formerly known as HCP, Inc.), a Maryland Corporation, and any of its successors and assigns (the
 “Company”), issued as a series of securities under an indenture, dated as of November 19, 2012 (the “Base
Indenture”), as supplemented by the Ninth Supplemental Indenture, dated as of November 21, 2019 (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”), each between the Company and The Bank of New
York Mellon Trust Company, N.A. (the “Trustee,” which term includes any successor trustee under the Indenture with
respect to the Notes). Reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of a duly authorized series of securities of the Company originally limited (subject to exceptions
provided in the Indenture) in aggregate principal amount to $750,000,000; however, from time to time, without giving notice or
seeking consent of the Holders of the Notes, the Company may issue additional Notes of this series having the same ranking,
interest rate and maturity and other terms as this Note (other than the offering price, the
date of issuance and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first interest
payment date). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 


If an Event of Default
with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.


 


The Notes are not subject
to any sinking fund.


 


Prior
to the Par Call Date (as defined below), the Notes may be redeemed, at any time in whole or from time to time in part at the
option of the Company at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be
redeemed on that Redemption Date, or (2) the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed (exclusive of interest
accrued to, but excluding, the Redemption Date) that would be due if the Notes matured on the Par Call Date, discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 20 basis points, plus, in either
case, accrued and unpaid interest on the Notes being redeemed to, but excluding, the Redemption Date; provided, however, that
if the Company redeems the Notes on and after the Par Call Date, the Company may at its option redeem the Notes at any time
in whole or from time to time in part at a Redemption Price that will equal 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, further, that
installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a
Redemption Date for the Notes shall be payable on such Interest Payment Dates to the Holder of the Note at the close of
business on the applicable Record Dates. 


 


“Par Call Date” means
the date that is October 15, 2029.


 






    


     


    

 


“Treasury
Rate” means, the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed
for each of the five most recent days published in the most recent Statistical Release under the caption “Treasury constant
maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes
(assuming the Notes mature on the Par Call Date) as of the Redemption Date. If no maturity exactly corresponds to such remaining
life to maturity, yields for the two published maturities most closely corresponding to such remaining life to maturity shall be
calculated pursuant to the immediately preceding sentence and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. The Treasury Rate will be calculated
on the third Business Day preceding the date the applicable notice of redemption is given. For the purpose of calculating the Treasury
Rate, the most recent Statistical Release published prior to the date of calculation of the Treasury Rate shall be used.


 


“Statistical Release”
means that statistical release designated “H.15” or any successor publication published daily by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity,
or, if such release (or any successor publication) is no longer published at the time of any calculation under the Indenture, then
such other reasonably comparable index the Company designates.


 


The
Company may redeem the Notes in increments of $1,000 so long as, in the case of any Note redeemed in part, the unredeemed
principal amount thereof is $2,000 or an integral multiple of $1,000 in excess thereof.
If the Company redeems less than all of the Notes, the Notes to be redeemed will be selected in accordance with the procedures
of DTC. The Company will cause notices of redemption to be delivered at
least 15 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address
or by delivery to DTC for posting through its Legal Notice Service (“LENS”) or a successor system thereof. 


 


If this Note is to
be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount thereof
to be redeemed. The Company will issue a Note in principal amount equal to the unredeemed portion of this Note in the name of the
Holder hereof upon cancellation of the original Note. Any Notes called for redemption will become due on the Redemption Date. On
or after the Redemption Date, interest will cease to accrue on the Notes or portions of them called for redemption.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not have any right to institute any action, suit or
proceeding at law or in equity for the execution of any trust under the Indenture or for the appointment of a receiver or for
any other remedy under the Indenture, in each case with respect to an Event of Default with respect to the Notes, unless such
Holder previously shall have given to the Trustee written notice of one or more of the Events of Default with respect to the Notes,
and unless also the Holders of 25% or more in principal amount of the Notes then Outstanding shall have requested the Trustee
in writing to take action in respect of the matter complained of, and unless also there shall have been offered to the Trustee
security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding; provided, however, that the foregoing shall not affect or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note to the
Holder at the due date herein stated, or affect or impair the right, which is also absolute and unconditional, of the Holder to
institute suit to enforce the payment thereof.


 






    


     


    

 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of not less than a majority of the aggregate principal amount of the Outstanding Notes to waive, in certain
circumstances, on behalf of all Holders of the Notes, certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.


 


No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any and interest on, this Note at the times, places and rate,
and in the coin or currency, herein and in the Indenture prescribed.


 


As provided in the
Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Register
upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any
place where the principal of, premium, if any and interest on this Note are payable, duly endorsed by or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by the Holder hereof
or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


This Note may be transferred,
in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security
selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it
is unwilling or unable to continue as Depositary for the Notes or if at any time DTC ceases to be a clearing agency registered
under the Exchange Act and any other applicable statute and regulation, if so required by applicable law or regulation, the Company
shall appoint a successor Depositary with respect to the Notes. If (a) a successor Depositary for the Notes is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, as the case may be,
(b) an Event of Default has occurred and is continuing, or (c) the Company, in its sole discretion, determines at any time that
all Notes (but not less than all) of this series shall no longer be represented by such Global Note or Notes and executes
and delivers to the Trustee an Officer’s Certificate stating that the Notes shall be so exchangeable, then the Company shall
execute, and the Trustee shall authenticate and deliver, definitive Notes of like series, rank, tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such Note or Notes.


 






    


     


    

 


The Notes are issuable
only in registered form without coupons and may be sold in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes of this series are exchangeable
for a like aggregate principal amount of Notes of this series in authorized denominations as requested by the Holders surrendering
the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or Trustee may in
certain circumstances require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in
connection therewith.


 


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee or any of their agents shall treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any of their agents shall be affected by notice to the contrary.


 


The Indenture contains
provisions whereby (i) the Indenture shall cease to be of further effect with respect to the Notes (subject to the survival of
certain provisions thereof), (ii) the Company may be discharged from its obligations with respect to the Notes (subject to certain
exceptions), or (iii) the Company may be released from its obligations under specified covenants and agreements in the Indenture,
in each case if the Company satisfies certain conditions provided in the Indenture.


 


No recourse shall be
had for the payment of the principal of, premium, if any, or interest on, this Note or for any claim based hereon or otherwise
in respect hereof or of the Debt represented hereby, or upon any obligation, covenant or agreement of the Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that
the Indenture and this Note are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, because of the incurring of the Debt pursuant
to this Note or under or by reason of any of the obligations, covenants, promises or agreements contained in the Indenture or in
this Note, or to be implied herefrom, and that all liability, if any, of that character against every such incorporator, stockholder,
officer and director is, by the acceptance of this Note and as a condition of, and as part of the consideration for, the execution
of the Indenture and the issue of this Note expressly waived and released.


 


THE INDENTURE AND THE
NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.


 






    


     


    

 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.


 


All terms used in this
Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






    


     


    

 


ASSIGNMENT FORM

FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY

SELLS, ASSIGNS AND TRANSFERS TO


 


PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE


 





 



 





 



 


(Please Print or Typewrite Name and Address

including Zip Code of Assignee)


 


the within Note of                                         
   and                                   
        hereby does irrevocably constitute and appoint


 





 



 


Attorney
to transfer said Note on the books of the within-named Company with full power of substitution in the premises.


 


	Dated:	 	 	 	 
	 	 	 	 	 


 


NOTICE: The signature to this assignment
must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or
enlargement or any change whatever.