Unless this Security is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), 55 Water Street, New York, New York, to the Company (as defined below) or its agent for registration of transfer,...
Exhibit 4.2
Unless this Security is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, to the Company (as
defined below) 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 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 inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
This Security is a Global Security within the meaning set forth in the Indenture hereinafter
referred to and is registered in the name of DTC or a nominee of DTC. This Security is
exchangeable for Securities registered in the name of a person other than DTC or its nominee only
in the limited circumstances described in the Indenture, and may not be transferred except as a
whole by DTC to a nominee of DTC or another nominee of DTC or by DTC or its nominee to a successor
Depository or its nominee.
| Registered No. 001 | PRINCIPAL AMOUNT | |
| CUSIP No.: 637417 AB2 | $250,000,000.00 (subject to | |
| revision as set forth below) |
6.875% NOTE DUE 2017
NATIONAL RETAIL PROPERTIES, INC., a corporation duly organized and existing under the laws of
the State of Maryland (herein referred to as the “Company” which term shall include any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of TWO HUNDRED
FIFTY MILLION AND 00/100THS DOLLARS ($250,000,000.00), as may be revised by the Schedule of
Increases or Decreases in Global Security attached hereto, on October 15, 2017 and to pay interest
on the outstanding principal amount thereon from September 10, 2007, or from the immediately
preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on April 15 and October 15 in each year, commencing April 15, 2008, at the rate of
6.875% per annum, until the entire principal hereof is paid or made available for payment. 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 Person in whose name this Security is registered at the
close of business on the Regular Record Date for such interest which shall be the April 1 or
October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose
name this Security 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
the Securities not more than 15 days and not less than 10 days prior to such Special Record Date,
or may be paid at any time in
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any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. Payment of the principal of and interest on this Security will be
made at the office or agency maintained for that purpose in the City of St. Xxxx, Minnesota, or
elsewhere as provided in the Indenture, 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 payments of principal and interest on the 6.875% Notes (other
than payments of principal and interest due at Maturity) may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account of the Person entitled thereto located within the United
States, provided, that such Person owns 6.875% Notes in an aggregate principal amount of at least
$1,000,000 and such Person makes a written request therefor for the appropriate Interest Payment
Date.
Securities of this series are one of a duly authorized issue of securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of March 25, 1998 (as supplemented, herein called the “Indenture”), between the Company
and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association
(formerly First Union National Bank) (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto,
including, Supplemental Indenture No. 8 thereto, dated September 10, 2007 between the Company and
the Trustee, 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
Securities and of the terms upon which the Securities are authenticated and delivered. This
Security is one of the series designated in the first page thereof, initially having an aggregate
principal amount equal to $250,000,000, provided, that the Company may, without the consent
of the Holders of the then Outstanding 6.875% Notes, “reopen” this series of Securities so as to
increase the aggregate principal amount of 6.875% Notes Outstanding in compliance with the
procedures set forth in the Indenture, including Sections 3.1 and 3.3 thereof, so long as any such
additional notes have the same tenor and terms (including, without limitation, rights to receive
accrued and unpaid interest) as the 6.875% Notes then Outstanding.
Securities of this series may be redeemed at any time at the option of the Company, in whole
or in part, upon notice of not more than 60 nor less than 30 days prior to the Redemption Date, at
a redemption price equal to the sum of (i) the principal amount of the Securities being redeemed
plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Securities.
The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of
the Company on this Security and (ii) certain restrictive covenants and the related defaults and
Events of Default applicable to the Company, in each case, upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this Security.
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If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder
shall have previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities, (ii) the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity and (iii) the Trustee shall not have received from the Holders of a majority
in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
any interest on or after the respective due dates expressed herein.
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
Securities of each series to be affected 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 principal amount of the
Outstanding Securities of each series of Securities then Outstanding affected thereby. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and Make-Whole Amount, if any) and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where
the principal of (and Make-Whole Amount, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
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The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
This 6.875% Note is a Global Security. As provided in and subject to the provisions of the
Indenture, definitive Securities shall be issued to all owners of beneficial interests in a Global
Security in exchange for such interests if: (1) the depositary with respect to the 6.875% Notes
(which shall initially be DTC) notifies the Company that it is unwilling or unable to continue as
depositary for such Global Security or the depositary ceases to be a clearing agency registered
under the Exchange Act, at a time when the depositary is required to be so registered in order to
act as depositary, and in each case a successor depositary is not appointed by the Company within
90 days of such notice; (2) an Event of Default has occurred and is continuing and the Security
Registrar has received a request from the depositary or (3) the Company executes and delivers to
the Trustee and Security Registrar an Officers’ Certificate stating that such Global Security shall
be so exchangeable. In connection with the exchange of an entire Global Security for definitive
Securities pursuant to this paragraph, such Global Security shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the depositary in exchange for its beneficial
interest in such Global Security, an equal aggregate principal amount of definitive Securities of
authorized denominations.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in this Security, or because of any indebtedness evidenced hereby or thereby, shall be had against
any promoter, as such, or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Security by the Holder thereof and as part of the consideration
for the issue of the Securities of this series.
All capitalized terms used in this Security which are used herein but not defined herein shall
have the meanings assigned to them in the Indenture.
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THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities of this series
as a convenience to the Holders of such Securities. No representation is made as to the
correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, NATIONAL RETAIL PROPERTIES, INC. has caused this instrument to be duly
executed under its corporate seal.
Dated: September 10, 2007
| NATIONAL RETAIL PROPERTIES, INC. |
||||||
| By: | ||||||
| [SEAL] | Xxxxx X. Xxxxxxx | |||||
| Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer |
||||||
| Attest: |
||||||
| Secretary | ||||||
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
| U.S. BANK, NATIONAL ASSOCIATION, as Trustee |
||||
| Dated: September 10, 2007 |
By: | |||
| Xxxxxxx Xxxxxxx | ||||
| Vice President | ||||
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
Sells, assigns and transfers unto
Sells, assigns and transfers unto
PLEASE INSERT SOCIAL |
||
SECURITY OR OTHER IDENTIFYING |
||
NUMBER OF ASSIGNEE |
||
Zip Code of Assignee)
| Attorney | ||
| to transfer said Security 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 Security in every particular, without alteration or enlargement or any change
whatever.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Principal Amount of | ||||||||||||||
| Amount of Decrease | Amount of Increase | this Global | Signature of | |||||||||||
| in Principal Amount | in Principal Amount | Security Following | Authorized Officer | |||||||||||
| of this Global | of this Global | Such Increase or | of Trustee or | |||||||||||
| Date | Security | Security | Decrease | Custodian | ||||||||||
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