NATIONAL RETAIL PROPERTIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2013 • 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 named on Schedule I hereto (the “Underwriters”) hereto for whom you are acting as Representatives (the “Representatives”) an aggregate principal amount of $350,000,000 3.30% Notes due 2023 (the “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 Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”) to be dated as of April 15, 2013, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”). The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
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,...Global Security Agreement • April 15th, 2013 • National Retail Properties, Inc. • Real estate investment trusts
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.
