NATIONAL RETAIL PROPERTIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2008 • National Retail Properties, Inc. • Real estate investment trusts • New York
National Retail Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representatives (the “Representatives”) an aggregate principal amount of $220,000,000 5.125% Convertible Senior Notes due 2028 (the “Firm Securities”), to be issued under an indenture (as the same has been and may be amended and supplemented, the “Indenture”) dated as of March 25, 1998, as amended and supplemented by a Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”) to be dated as of March 4, 2008, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional $33,000,000 principal amount of such securities solely to cover over-allotments (the “Option Securities”; the Option Securities, together with the Firm Securities, hereinafter called th
NATIONAL RETAIL PROPERTIES, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of March 4, 2008 5.125% Convertible Senior Notes Due 2028National Retail Properties, Inc. • March 4th, 2008 • Real estate investment trusts • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of March 4, 2008 (the “Ninth Supplemental Indenture”), by and between NATIONAL RETAIL PROPERTIES, INC., a corporation duly organized and existing under the laws of the state of Maryland (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION (successor to Wachovia Bank, National Association (formerly First Union National Bank)), a national banking association having a corporate trust office at 60 Livingston Avenue, St. Paul, MN 55107, as successor trustee under the Original Indenture (as defined below) (the “Trustee”).
