Notes Payable:

Each of NNN’s outstanding series of non-convertible notes is summarized in the table below (dollars in thousands):



Notes⁽¹⁾	Issue Date	Principal		Discount⁽¹⁾		Net Price		Stated Rate	Effective Rate⁽²⁾	Maturity Date
2015⁽⁶⁾	November 2005	$	150,000	$	390	$	149,610	6.150%	6.185%	December 2015
2017⁽³⁾	September 2007	250,000		877		249,123		6.875%	6.924%	October 2017
2021⁽⁴⁾	July 2011	300,000		4,269		295,731		5.500%	5.690%	July 2021
2022	August 2012	325,000		4,989		320,011		3.800%	3.984%	October 2022
2023⁽⁵⁾	April 2013	350,000		2,594		347,406		3.300%	3.388%	April 2023
2024⁽⁷⁾	May 2014	350,000		707		349,293		3.900%	3.924%	June 2024


⁽¹⁾	The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.


⁽²⁾	Includes the effects of the discount, treasury lock gain/loss and swap gain/loss, as applicable.

⁽³⁾

NNN entered into an interest rate hedge with a notional amount of $100,000. Upon issuance of the 2017 Notes, NNN terminated the interest rate hedge agreement resulting in a liability of $3,260, of which $3,228 was recorded to other comprehensive income. The liability has been deferred and is being amortized as an adjustment to interest expense over the term of the 2017 Notes using the effective interest method.


⁽⁴⁾	NNN entered into two interest rate hedges with a total notional amount of $150,000. Upon issuance of the 2021 Notes, NNN terminated the interest rate hedge agreements resulting in a liability of $5,300, of which $5,218 was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.


⁽⁵⁾	NNN entered into four forward starting swaps with an aggregate notional amount of $240,000. Upon issuance of the 2023 Notes, NNN terminated the forward starting swaps resulting in a liability of $3,156, of which $3,141 was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.


⁽⁶⁾	NNN plans to use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding indebtedness.


⁽⁷⁾	NNN entered into three forward starting swaps with an aggregate notional amount of $225,000. Upon issuance of the 2024 Notes, NNN terminated the forward starting swaps resulting in a liability of $6,312, which was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured indebtedness of NNN. Each of the notes is redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.

In connection with the debt offerings, NNN incurred debt issuance costs totaling $15,500,000 consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt issuance costs for all note issuances have been deferred and are being amortized over the term of the respective notes using the effective interest method.

In June 2014, NNN repaid the $150,000,000 6.250% notes payable that were due in June 2014.

In accordance with the terms of the indenture, pursuant to which NNN’s notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii) certain interest coverage. At December 31, 2014, NNN was in compliance with those covenants.