8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2008

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-11290	56-1431377
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
450 South Orange Avenue Suite 900 Orlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The registrant entered into an Underwriting Agreement, dated February 27, 2008, among the registrant and Citigroup Global Markets Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC for the sale of up to $253 million of its convertible senior notes (including $33 million principal amount of such securities to cover over-allotments, if any) (the “Notes”). The Notes constitute a separate series of debt securities to be issued under an Indenture, dated as of March 25, 1998, as supplemented by the Ninth Supplemental Indenture, dated as of March 4, 2008.

     The Notes will bear interest at 5.125% per annum and will mature on June 15, 2028. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2008. The Notes are convertible, subject to various conditions, into cash and at the Company’s option, cash, common stock or a combination thereof in accordance with at an initial conversion price of $25.42 per share. The initial conversion price is equivalent to a conversion rate of 39.3459 shares per $1,000 principal amount of Notes. The Notes may be converted at the option of the holder at any time on or after June 17, 2013, and prior thereto only upon the occurrence of specified events.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     The exhibits listed in the following index relate to the Registration Statement on Form S-3 (No. 333-132095) of the registrant and are filed herewith for incorporation by reference into such Registration Statement.

1.1	Underwriting Agreement, dated February 27, 2008, by and among the registrant and Citigroup Global Markets Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein.
4.1	Form of Ninth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association.
4.2	Form of Note due 2028.
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being issued by the registrant.
8.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant.
23.1	Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Christopher P. Tessitore
Name: Title:	Christopher P. Tessitore Executive Vice President, General Counsel and Secretary

Dated: March 4, 2008

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated February 27, 2008, by and among the registrant and Citigroup Global Markets Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as the representatives of several underwriters named therein.
4.1	Form of Ninth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association.
4.2	Form of Note due 2028.
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being issued by the registrant.
8.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant.
23.1	Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1).

EX-1.1

Execution Version

Exhibit 1.1

NATIONAL RETAIL PROPERTIES, INC.

$220,000,000

5.125% Convertible Senior Notes due 2028

UNDERWRITING AGREEMENT

February 27, 2008

CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

BANC OF AMERICA SECURITIES LLC
40 West 57^th Street
New York, New York 10019

WACHOVIA CAPITAL MARKETS, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

As the Representatives of the
several Underwriters named in Schedule I hereto

Ladies and Gentlemen:

     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 the “Securities”). The Securities are convertible in accordance with their terms and the terms of the Indenture into shares of common stock, par value $0.01 per share (the “Common Shares”), of the Company at the conversion price set forth in the Prospectus (defined below). The respective amounts of the Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.

     As the Representatives, you have advised the Company (a) that you are authorized to enter into this underwriting agreement (the “Agreement”) on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the principal amount of Securities set forth opposite their names in Schedule I.

          The Company wishes to confirm as follows its agreement with you in connection with the purchase of the Securities by the several Underwriters.

     1. Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405 on Form S-3 (file number 333-132095) under the Act (“Registration Statement 333-132095”), which registration statement included a combined prospectus dated February 28, 2006 (the “Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities and the Common Shares, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Securities and the plan of distribution thereof pursuant to Rule 424. Registration Statement 333-132095, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-132095, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is herein called the “Prospectus;” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Schedule II hereto or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, taken together, are hereafter collectively called the “Disclosure Package.” Any reference in this Agreement to the Registration Statement, the Disclosure Package, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not

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meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

     All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be.

     2. Agreement to Sell and Purchase.

          (a) The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.0% of the principal amount thereof, plus accrued interest, if any, from March 4, 2008, to the Closing Date (as defined in herein), the principal amount of Securities set forth opposite their respective names on Schedule I to this Agreement.

          (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the principal amount of Option Securities set forth in Schedule I hereto at the same purchase price set forth in Section 2(a). Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the aggregate principal amount of the Option Securities as to which the several Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Securities nor later than ten (10) Business Days after the date of such notice. The aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total aggregate principal amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to ensure that the Option Securities are not issued in minimum denominations of less than $1,000 or whole multiples thereof.

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     3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as soon after this Agreement has become effective as in their judgment is advisable and initially to offer the Securities upon the terms set forth in the Prospectus.

          Each Underwriter, severally and not jointly, represents and agrees that unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(t) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show.

     4. Delivery of the Securities and Payment Therefor. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, on March 4, 2008, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) or on the applicable Option Closing Date (or at such other time on the same or on such other date, in any event not later than the third Business Day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Securities shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Company shall deliver the Securities to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Securities shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Securities will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Securities will be made available for inspection by the Representatives at the offices of Pillsbury Winthrop Shaw Pittman LLP, New York, New York, not later than 1:00 p.m., New York time on the Business Day before the Closing Date, or the applicable Option Closing Date, as the case may be, or such other date, time and place as the Representatives and the Company may agree.

     5. Agreements of the Company. The Company agrees with the Underwriters as follows:

          (a) If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Securities may commence, the Company will use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing, immediately after such post-effective amendment has become effective.

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          (b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would (x) include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading or (y) conflict with the information contained in the Registration Statement, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.

          (c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any review, issuance of comments, or request by the Commission or its staff on or for an amendment of or a supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information regarding the Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose or any examination pursuant to Section 8(e) of the Act relating to the Registration Statement or Section 8A of the Act in connection with the offering of the Securities; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and (iv) within the period of time referred to in the first sentence in subsection (f) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which results in any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) being untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.

          (d) The Company will furnish to the Representatives and counsel to the Representatives, without charge: (i) ten (10) signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement; (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request; (iii) such number of copies of the Incorporated Documents, without exhibits, as the Representatives may request; and (iv) ten copies of the exhibits to the Incorporated Documents. The Company will pay all of the expenses of printing or other production of all documents relating to the offering.

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          (e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have been advised or to which, after the Representatives shall have received a copy of the document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Company will give the Representatives notice of its intention to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing.

          (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by the Underwriters or any dealer (including circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Company will expeditiously deliver to the Underwriters and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto), any Preliminary Prospectus and any Issuer Free Writing Prospectus as the Representatives may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or blue sky laws of the jurisdictions in which the Securities are offered by the several Underwriters and by all dealers to whom Securities may be sold, both in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriters or dealers. If during such period of time: (i) any event shall occur as a result of which, in the judgment of the Company, or in the opinion of counsel for the Underwriters, the Prospectus as supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; or (ii) if it is necessary to supplement the Prospectus or amend the Registration Statement (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or any other law, the Company will promptly notify the Representatives of such event and forthwith prepare and, subject to the provisions of paragraph (e) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement.

          (g) The Company will: (i) cooperate with the Underwriters and with counsel for the Underwriters in connection with the registration or qualification of the Securities for offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such

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jurisdictions as the Underwriters may designate; (ii) maintain such qualifications in effect so long as required for the distribution of the Securities; (iii) pay any fee of the Financial Industry Regulatory Authority, in connection with its review of the offering; and (iv) file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

          (h) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(t) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

          (i) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of this Agreement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

          (j) During the period commencing on the date hereof and ending on the date occurring three (3) years hereafter, the Company will furnish to the Representatives: (i) as soon as available, if requested, a copy of each report of the Company mailed to stockholders or filed with the Commission; and (ii) from time to time such other information concerning the Company as the Representatives may reasonably request.

          (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith.

          (l) The Company will apply the net proceeds from the sale of the Securities substantially in accordance with the description set forth in the Prospectus.

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          (m) If Rule 430A, 430B or 430C of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise the Underwriters of the time and manner of such filing.

          (n) The Company has not taken, nor will it take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

          (o) The Company will comply and will use its best efforts to cause its tenants to comply in all material respects with all applicable Environmental Laws (as hereinafter defined).

          (p) The Company will use its best efforts to continue to qualify as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries) comply with all applicable laws and regulations necessary to maintain a status as a REIT or a “qualified REIT subsidiary” under the Code.

          (q) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the Closing Date to satisfy all conditions precedent to the delivery of the Securities pursuant to this Agreement.

          (r) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities or guarantees thereon (other than the Securities) and any Common Shares or any securities convertible into, or exercisable, or exchangeable for, Common Shares; or publicly announce an intention to effect any such transaction, until sixty (60) days from the date of the Prospectus, provided, however, that the Company may (i) issue and sell Common Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding at the Execution Time, (ii) grant employee stock options and restricted shares pursuant to the terms of any equity incentive plan in effect at the Execution Time, (iii) issue and sell Common Shares or securities convertible into Common Shares in connection with the acquisition of Properties or in connection with joint ventures or similar arrangements, so long as the recipients agree in writing not to sell or transfer the Common Shares or securities convertible into Common Shares for a period of sixty (60) days from the date of the Prospectus without the prior written consent of the Representatives, (iv) issue and sell Common Shares pursuant to the dividend reinvestment and stock purchase plan of the Company in effect at the Execution Time, and (v) issuances, for no consideration, of no more than 100 shares to one or more persons

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unaffiliated with the Company as door or drawing prizes in connection with the Company’s marketing efforts.

          (s) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and will use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

          (t) Unless requested otherwise by the Representatives, the Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form and substance approved by the Representatives and attached as Exhibit A hereto and will file such final term sheet with the Commission as soon as practical after the Execution Time. The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and will pay any required registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act within the time period required by such rule (without regard to the proviso therein relating to the four (4) Business Days extension to the payment deadline) and in any event prior to the Closing Date. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g) under the Securities Act.

          (u) The Company will reserve and keep available at all times, free of preemptive rights, the maximum number of Common Shares issuable upon conversion of the Securities.

          (v) The Company will use best efforts to complete all required filings with the New York Stock Exchange and other necessary actions in order to cause the Common Shares issuable in exchange for the Securities to be listed and admitted and authorized for trading on the New York Stock Exchange, subject to notice of issuance.

          (w) Between the date hereof and the Closing Date, the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price.

     6. Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Underwriters:

          (a) The Basic Prospectus and each Preliminary Prospectus, if any, included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act.

          (b) The Company and the transactions contemplated by this Agreement meet all of the requirements for using Form S-3 under the Act pursuant to the standards for such form in effect currently and immediately prior to October 21, 1992. The Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings or examination under Section 8(d) or 8(e) of the Act are pending before or, to the

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best of the Company’s knowledge, threatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with such Rule. The Registration Statement, in the form in which it became effective, and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Preliminary Prospectus and the Prospectus and any supplement or amendment thereto, each when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act, the Exchange Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Act objecting to the use of the automatic shelf registration form. On each Effective Date and at the Execution Time, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. On the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Option Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the date that the Registration Statement, any post-effective amendment or amendments thereto became or will become effective and on the Closing Date and each Option Closing Date, the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder. The Indenture has been qualified under the Trust Indenture Act. The representation and warranty contained in this Section 6(b) does not apply to (i) that part of the registration statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from the Registration Statement, the Disclosure Package or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

     (c) (i) The Disclosure Package, and (ii) each electronic road show, if any, when taken together as a whole with the Disclosure Package, did not at the Execution Time, and will not on the Closing Date and each Option Closing Date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

     (d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause

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(iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

          (e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

          (f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(t) hereof does not include any information that conflicts with the information contained in the Registration Statement, including any Incorporated Document by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 12 hereof.

          (g) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Execution Time. No such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          (h) Upon the delivery of the Securities pursuant to Section 4 of this Agreement, the Securities will be validly issued pursuant to the Indenture, will be valid and legally binding obligations of the Company, and will conform in all material respects to the description of the Securities contained in the Disclosure Package and the Prospectus.

          (i) Each of the Company and each of its subsidiaries is a corporation, limited liability company, partnership or trust, as applicable, duly organized, validly existing and in good standing under the laws of the state of its formation, as set forth on Schedule III hereto, with full corporate, partnership or trust power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and each is duly registered and qualified to conduct its business, and is in good standing, in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), prospects, earnings, business, properties, net worth or results of operations of the Company and its

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subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”).

          (j) Neither the Company nor any of its subsidiaries does any business in Cuba.

          (k) Other than as set forth on Schedule III hereto, the Company has no subsidiary or subsidiaries and does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business association. The issued shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned legally and beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

          (l) There are no legal or governmental actions, suits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries, or to which the Company or any properties of the Company or any of its subsidiaries is subject, that (A) are required to be described in the Registration Statement or the Prospectus but are not described as required; (B) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby; or (C) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). There are no statutes, regulations, capital expenditures, off-balance sheet transactions, contingencies or agreements, contracts, indentures, leases or other instruments or documents of a character that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as an exhibit to the Registration Statement or any Incorporated Document that are not described, filed or incorporated as required by the Act or the Exchange Act (and the Pricing Prospectus contains in all material respects the same description of the foregoing matters contained in the Prospectus). The statements in the Prospectus under the heading “Federal Income Tax Considerations” and in the Pricing Prospectus and the Prospectus Supplement under the heading “Certain Federal Income Tax Considerations” fairly summarize the matters therein described.

          (m) Neither the Company nor any of its subsidiaries is: (A) in violation of (i) its respective articles of incorporation or by-laws, (ii) any law, ordinance, administrative or governmental rule or regulation applicable to the Company or its subsidiaries, which violation would have a Material Adverse Effect, or (iii) any decree of any court or governmental agency or body having jurisdiction over the Company or its subsidiaries; or (B) in default in any material respect in the performance of any obligation, agreement, condition or covenant (financial or otherwise) contained in any bond, debenture, note or any other evidence of indebtedness or in any material agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or its subsidiaries or any of their respective properties may be bound, and no such default is foreseeable.

          (n) (A) As of the date of this Agreement, the Company owns either directly or through investment interests, 997 properties (the “Properties”). To the best of the Company’s knowledge, neither the Company nor any of its subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning any of their Properties, which violation would have

12

a Material Adverse Effect; (B) to the best of the Company’s knowledge, each of the Properties complies with all applicable zoning laws, ordinances and regulations in all material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of such Properties and will not result in a forfeiture or reversion of title thereof; (C) neither the Company nor any of its subsidiaries has received from any governmental authority any written notice of any condemnation of, or zoning change affecting any of, the Properties, and the Company does not know of any such condemnation or zoning change which is threatened and which if consummated would have a material adverse effect on the Company or any of such Properties; (D) the leases under which the Company leases the Properties as lessor (the “Leases”) are in full force and effect and have been entered into in the ordinary course of business of the Company; (E) the Company and each of its subsidiaries has complied with its respective obligations under the Leases in all material respects and the Company does not know of any default by any other party to the Leases which, alone or together with other such defaults, would have a Material Adverse Effect or material adverse effect on any of the properties subject to a Lease; and (F) all liens, charges, encumbrances, claims or restrictions on or affecting the Properties and assets (including the Properties) of the Company and its subsidiaries that are required to be disclosed in the Prospectus are disclosed therein.

          (o) Neither the issuance and sale of the Securities, the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities), nor the fulfillment of the terms hereof or of the Indenture: (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the Act and compliance with the securities or blue sky laws of various jurisdictions), or conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation or by-laws of the Company or any of its subsidiaries; or (B) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any properties of the Company or any of its subsidiaries may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its subsidiaries or any properties of the Company or any of its subsidiaries, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound, or to which any property or assets of the Company or any of its subsidiaries is subject.

          (p) To the Company’s knowledge, each of KPMG LLP and Ernst & Young LLP, who have certified or shall certify certain financial statements and schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (or any amendment or supplement thereto), is, and was during the periods covered by the financial statements on which we reported, is an independent registered public accounting firm with respect to the Company as required by the Act and the Exchange Act and the applicable published rules and regulations thereunder and by the Public Company Accounting Oversight Board.

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          (q) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its subsidiaries on the basis stated in the Registration Statement and the Incorporated Documents at the respective dates or for the respective periods to which they apply. Such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. The other financial and statistical information and data included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and its subsidiaries. The pro forma financial statements and other pro forma financial information included, or incorporated by reference in, the Registration Statement, the Pricing Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Prospectus, the Pricing Prospectus and the Registration Statement. The pro forma financial statements included in the Prospectus, the Pricing Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The Company has filed with the Commission all financial statements, together with related schedules and notes, required to be filed pursuant to Regulation S-X under the Act.

          (r) The Company has the corporate power to issue, sell and deliver the Securities and the Common Shares as provided herein and in the Indenture; the execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the Indenture (including the Ninth Supplemental Indenture thereto) have been duly and validly authorized by the Company, and this Agreement and the Indenture (including the Ninth Supplemental Indenture thereto) have been duly executed and delivered by the Company and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity and to the extent that rights to indemnity and contribution hereunder may be limited by federal or state securities laws.

          (s) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), neither the Company nor any of its subsidiaries has incurred any liability or obligation (financial or other), direct or contingent, or entered into any transaction (including any off-balance sheet activities or transactions), not in the ordinary course of business, that is material to the Company and its subsidiaries, and there has not been any change in the capital stock, or material increase in the short-term debt or long-term debt (including any off-balance sheet activities or transactions), of either the Company or its

14

subsidiaries, or any material adverse change, or any development involving or which may reasonably be expected to involve, a prospective material adverse change, in the condition (financial or other), business, prospects, net worth or results of operations of either the Company or its subsidiaries.

          (t) The Company and each of its subsidiaries has good and marketable title to all property (real and personal) described in the Disclosure Package and the Prospectus as being owned by each of them (including the Properties), free and clear of all liens, claims, security interests or other encumbrances that would materially and adversely affect the value thereof or materially interfere with the use made or presently contemplated to be made thereof by them as described in the Prospectus, except such as are described in the Registration Statement, the Disclosure Package and the Prospectus, or in any document filed as an exhibit to the Registration Statement, and each property described in the Disclosure Package and the Prospectus as being held under lease by the Company or any of its subsidiaries is held by it under a valid, subsisting and enforceable lease.

          (u) The “significant subsidiaries” of the Company as defined in Section 1-02(w) of Regulation S-X are set forth in Schedule III hereto (the “Significant Subsidiaries”).

          (v) The Company has not distributed and, prior to the later to occur of (x) the Closing Date and (y) completion of the distribution of the Securities, will not distribute, any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Disclosure Package or the Prospectus. The Company has not, directly or indirectly: (i) taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

          (w) The Company and each of its subsidiaries possess all certificates, permits, licenses, franchises and authorizations of governmental or regulatory authorities (the “permits”) as are necessary to own their respective properties and to conduct their respective businesses in the manner described in the Disclosure Package and the Prospectus, where such failure to possess could have a Material Adverse Effect, subject to such qualifications as may be set forth in the Disclosure Package and the Prospectus. The Company and each of its subsidiaries has fulfilled and performed all of their respective material obligations with respect to such permits, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or which would result in any other material impairment of the rights of the holder of any such permit, subject in each case to such qualification as may be set forth in the Disclosure Package and the Prospectus. Except as described in the Disclosure Package and the Prospectus, exclusive of any supplement thereto, neither the revocation or modification of any permit singly or in the aggregate, nor the announcement of an unfavorable decision, ruling or finding with respect to any permit, would have a Material Adverse Effect.

          (x) The Company and each of its subsidiaries have established and maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

15

that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Company and each of its subsidiaries maintain a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each of its subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company and each of its subsidiaries are being made only in accordance with the authorization of management, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company’s disclosure controls and procedures have been evaluated for effectiveness as of the end of the period covered by the Company’s most recently filed periodic report on Form 10-Q or 10-K, as the case may be, which precedes the date of the Prospectus and were effective in all material respects to perform the functions for which they were established. Based on the most recent evaluation of its internal control over financial reporting, the Company was not aware of (i) any material weaknesses in the design or operation of internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. There has been no change in the Company’s internal control over financial reporting that has occurred during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          (y) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans to insiders and Sections 302 and 906 related to certifications.

          (z) To the Company’s knowledge, neither the Company and its subsidiaries nor any employee or agent of the Company and its subsidiaries has made any payment of funds of the Company or its subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in the Prospectus.

          (aa) No labor problem or dispute with the employees of the Company and/or any of its subsidiaries or any of the Company’s or its subsidiaries’ principal suppliers, contractors or customers, exists, is threatened or imminent that could result in a Material Adverse Effect. To the Company’s knowledge, no labor problem or dispute with the Company’s or its

16

subsidiaries’ tenants exists, is threatened or imminent that could result in a Material Adverse Effect.

          (bb) The Company has filed all foreign, federal, state and local tax returns that are required to be filed, which returns are complete and correct, or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect, except as set forth in the Disclosure Package and the Prospectus) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).

          (cc) No holder of any security of the Company has any right to require registration of the Securities or any other security of the Company because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement, which right has not been waived in connection with the transactions contemplated by this Agreement.

          (dd) The Company and its subsidiaries own or possess all patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights described in the Disclosure Package and the Prospectus as being owned by them or necessary for the conduct of their respective businesses. The Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and its subsidiaries with respect to the foregoing.

          (ee) The Company is not now, and after sale of the Securities to be sold by the Company hereunder and the application of the net proceeds from such sale as described in the Pricing Prospectus and the Prospectus under the caption “Use of Proceeds,” will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          (ff) (i) To the best of the Company’s knowledge, the Company, its subsidiaries, the Properties and the operations conducted thereon comply and heretofore have complied with all applicable Environmental Laws, and no expenditures are required or advisable to maintain or achieve such compliance.

(ii) Neither the Company nor any of its subsidiaries has at any time and, to the best of the Company’s knowledge, no other party has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or leach, or be pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as defined below) on, to, under or from the Properties, except as disclosed in environmental site assessment reports obtained by the Company on or before the date hereof in connection with the purchase of

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any of the Properties and directly provided to the Underwriters or their counsel (collectively, the “Environmental Reports”) and except for those circumstances that have not had and will not have a material adverse effect on the relevant Property. Neither the Company nor any of its subsidiaries intends to use the Properties or any subsequently acquired properties for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials.

(iii) To the best of the Company’s knowledge, no seepage, leak, escape, leach, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of Hazardous Materials into any surface water, groundwater, soil, air or other media on or adjacent to the Properties has occurred, is occurring or is reasonably expected to occur, except as is disclosed in the Environmental Reports and except for those circumstances not likely to have a material adverse effect on the relevant Property.

(iv) Neither the Company nor any of its subsidiaries has received notice from any Governmental Authority or other person of, or has knowledge of, any occurrence or circumstance which, with notice, passage of time, or failure to act, would give rise to any claim under or pursuant to any Environmental Law or under common law pertaining to Hazardous Materials on or originating from the existing Properties or any act or omission of any party with respect to the existing Properties, except as disclosed in the Environmental Reports.

(v) To the best of the Company’s knowledge, none of the Properties is included or proposed for inclusion on any federal, state, or local lists of sites which require or might require environmental cleanup, including, but not limited to, the National Priorities List or CERCLIS List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or any analogous state list, except as is disclosed in the Environmental Reports and except for those circumstances not likely to have a material adverse effect on the relevant Property.

(vi) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus.

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          As used herein, “Hazardous Material” shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos, polychlorinated biphenyls (“PCBs”), petroleum products and by-products and substances defined or listed as “hazardous substances,” “toxic substances,” “hazardous waste,” or “hazardous materials” in any Federal, state or local Environmental Law.

          As used herein, “Environmental Law” shall mean all laws, common law duties, regulations or ordinances (including any orders or agreements) of any Federal, state or local governmental authority having or claiming jurisdiction over any of the Properties (a “Governmental Authority”) that are designed or intended to protect the public health and the environment or to regulate the handling of Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.) (“CERCLA”), the Hazardous Material Transportation Act, as amended (49 U.S.C. Section 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.), and the Clean Air Act, as amended (42 U.S.C. Section 7401 et seq.), and any and all analogous future federal or present or future state or local laws.

          (gg) The Company is organized in conformity with the requirements for qualification as a real estate investment trust under Sections 856 through 860 of the Code and the rules and regulations thereunder. As of the close of every taxable year during the Company’s existence, the Company has had no earnings and profits accumulated in a non-REIT year within the meaning of Section 857(a)(2)(B) of the Code. The Company’s past and proposed method of operation have enabled it, and will enable it, to meet the requirements for taxation as a REIT under the Code.

          (hh) The Company has ten (10)“taxable REIT subsidiaries” within the meaning of Section 856(l) of the Code and with respect to each such “taxable REIT subsidiary,” the election under Section 856(l)(1)(b) of the Code has been, or will be, timely made and has not been revoked or taxable REIT subsidiary status was imposed under the provisions of Section 856(l)(2) of the Code. Each of the Company’s corporate subsidiaries, except for its taxable REIT subsidiaries, is in compliance with all requirements applicable to a REIT or a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code and all applicable regulations under the Code, and the Company is not aware of any fact that would negatively impact such qualifications. Each of the Company’s non-corporate subsidiaries qualifies as a partnership or a disregarded entity for federal income tax purposes.

          (ii) The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged and the value of their properties. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect. The Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is

19

denying liability or defending under a reservation of rights clause. Neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for, and the Company does not have any reason to believe that the Company and each of its subsidiaries will not be able to renew its respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not have a Material Adverse Effect.

          (jj) The Company and its subsidiaries have title insurance on each of the Properties owned in fee simple in amounts at least equal to the cost of acquisition of such property; with respect to an uninsured loss on any of the Properties, the title insurance shortfall would not have a Material Adverse Effect.

          (kk) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring and of such subsidiary’s assets or property to the Company or any other subsidiary of the Company, except as described in the Disclosure Package and the Prospectus.

          (ll) There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Securities.

          (mm) Each of the Company and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate. Each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Neither the Company nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA.

          (nn) To the knowledge of the Company, no stock options awards granted by the Company have been retroactively granted, or the exercise or purchase price of any stock option award determined retroactively.

          (oo) Application has been made to list the Common Shares on the New York Stock Exchange.

          (pp) The Company’s authorized capitalization is as set forth in the Registration Statement, the Disclosure Package and the Prospectus; the authorized capital stock, debt securities and the Securities of the Company conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus; the outstanding shares of common stock of the Company have been duly and validly authorized and

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issued in compliance with all Federal and state securities laws, and are fully paid and non-assessable.

          (qq) As of the Closing Date, 73,029,841 Common Shares of the Company will be issued and outstanding; all of the outstanding Common Shares of the Company have been duly and validly authorized and issued and are fully paid and nonassessable and are free of any preemptive or similar rights. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), there are no outstanding (i) securities or obligations of the Company or any of its subsidiaries convertible into or exchangeable for any equity interests of the Company or any such subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such subsidiary any such equity interests or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company or any such subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), there are no persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act.

     7. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter, within the meaning of either the Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, the Prospectus or the Disclosure Package; or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) arise out of or are based upon a breach of the representations and warranties in this Agreement. The Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case arising in connection with this Section 7 to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability, which the Company may otherwise have.

          (b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration

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Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives in writing specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability, which any Underwriter may otherwise have. The Company acknowledges that the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus is as set forth in Section 12 hereof.

          (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party: (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise, or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action), unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

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          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Underwriters, on the other, from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among the Underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by the Underwriters hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things: (i) whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company, on the one hand, or the Underwriters, on the other; (ii) the intent of the parties and their relative knowledge; (iii) access to information; and (iv) the opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the Underwriters, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

     8. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase the Securities hereunder are subject to the following conditions:

          (a) (i) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); the final term sheet contemplated by Section 5(b) hereto and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 and (ii) any request of the Commission for additional information (to be included in the Registration

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Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters.

          (b) Subsequent to the Execution Time, or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto), the Disclosure Package and the Prospectus (exclusive of any amendment thereof), there shall not have occurred: (i) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the sole judgment of the Representatives is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendments thereto), the Disclosure Package and the Prospectus (exclusive of any supplement thereto); or (ii) any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which makes any statement made in the Disclosure Package or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package in order to state a material fact required by the Act or any other law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Securities.

          (c) The Representatives shall have received on the Closing Date and, if applicable, each Option Closing Date an opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company, dated as of such date and addressed to the Representatives, to the effect that:

(i) The Company and each of the Significant Subsidiaries: (x) is a corporation, limited liability company, partnership or trust duly incorporated and validly existing in good standing under the laws of its state of formation, with full corporate, partnership or trust power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto); and, (y) based solely on certificates of public officials and officers of the Company and the Significant Subsidiaries, are duly registered and qualified to conduct their business; and (z) based solely on certificates of public officials, are in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and the Significant Subsidiaries;

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(ii) To the knowledge of such counsel, the Company has no subsidiary or subsidiaries and does not control, directly or indirectly, any corporation, partnership, joint venture, association or other business association other than as set forth on Schedule III hereto. To the knowledge of such counsel, the subsidiaries that meet the definition of “Significant Subsidiary,” as such term is defined in Section 210.1-02 of Regulation S-X are set forth on Schedule III hereto. The issued shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned legally and beneficially by the Company and, to the knowledge of such counsel, after due inquiry, free and clear of any security interests, liens, encumbrances, equities or claims;

(iii) The authorized capital stock and debt securities of the Company conform in all material respects as to legal matters to the description thereof contained under the captions “Description of Debt Securities,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Common Stock” and “Description of Warrants” in the Basic Prospectus and under the caption “Description of Notes” in the Pricing Prospectus and the Prospectus; and, except as set forth in the Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding;

(iv) All the shares of capital stock of the Company outstanding prior to the issuance of the Securities have been duly authorized and validly issued, and are fully paid and non-assessable;

(v) The Indenture (including the Ninth Supplemental Indenture thereto) (A) has been duly authorized, executed and delivered, (B) has been duly qualified under the Trust Indenture Act, and (C) constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);

(vi) The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; the Securities conform in all material respects as to legal matters to the description thereof contained under the caption “Description of Debt Securities” in the Basic Prospectus

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and under the caption “Description of Notes” in the Pricing Prospectus and the Prospectus and will be convertible into Common Shares in accordance with their terms;

(vii) The Common Shares initially issuable upon conversion of the Securities have been duly authorized and, if and when issued upon conversion of the Securities against payment of the conversion price in accordance with the provisions of the Ninth Supplemental Indenture, will be validly issued, fully paid and nonassessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such Common Shares for issuance upon conversion of the Securities; the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or other statutory rights to subscribe for the Securities or Common Shares issuable upon conversion thereof; and, except as set forth in the Disclosure Package and the Prospectus, to the knowledge of such counsel, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding;

(viii) To the knowledge of such counsel, no holder of securities of the Company is entitled to have such securities registered under the Registration Statement which right has not been waived in connection with the transactions contemplated by this Agreement;

(ix) The form of certificate for the Securities conforms to the requirements of the Indenture and Maryland General Corporation Law, if any, and the form of certificate for the Common Shares conforms to the requirements of the New York Stock Exchange, the Indenture and Maryland General Corporation Law, if any; the Common Shares issuable upon conversion of the Securities have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange;

(x) The Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Prospectus or the Prospectus, and any supplements thereto, pursuant to Rule 424(b) or any required filing of an Issuer Free Writing Prospectus has been made in the manner and within the time period required by Rule 424(b) and Rule 433, respectively; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened;

(xi) The Company has the corporate power and authority to enter into this Agreement and the Indenture and to issue, sell and deliver the Securities to the Underwriters as provided herein. This Agreement has been duly authorized, executed and delivered by the Company;

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(xii) To the knowledge of such counsel, neither the Company nor any of its subsidiaries is or with the giving of notice or the lapse of time or both, would be: (A) in violation of its respective articles of incorporation, by-laws or other organizational documents; or (B) in default in the performance of any agreement set forth on Schedule IV hereto (each a “Material Agreement”), except as disclosed in the Prospectus;

(xiii) Neither the issue, offer, sale or delivery of the Securities, the execution, delivery or performance by the Company of this Agreement or the Indenture (including the Ninth Supplemental Indenture thereto), compliance by the Company with the provisions hereof or thereof nor consummation by the Company of the transactions contemplated hereby or thereby (including the application of the proceeds from the sale of the Securities and the issuance of the Common Shares upon the conversion of the Securities): (A) conflicts or will conflict with or constitutes or will constitute or result in a breach of, or a default under, (1) the articles of incorporation, by-laws or other organizational documents of the Company or any of the Significant Subsidiaries or (2) any material agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any properties of the Company or any of its subsidiaries is bound (other than any financial covenants contained therein as to which such counsel needs express no opinion) (x) that is a Material Agreement or (y) which is otherwise known to such counsel; or (B) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries, pursuant to any of the Material Agreements; or (C) violates or will violate any statute, law, rule or regulation of the United States of America, the State of Maryland or the State of New York, or judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties;

(xiv) No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of the Company (except as have been obtained under the Act or such as may be required under state securities or blue sky laws governing the purchase and distribution of the Securities) for the valid issuance and sale of the Securities to the Underwriters as contemplated by this Agreement;

(xv) (A) The Registration Statement, the Preliminary Prospectus and the Prospectus, and any supplements or amendments thereto (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein and the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as to which such counsel need not express any opinion),

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comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act; and (B) each of the Incorporated Documents (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which counsel need not express any opinion) complies as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder;

(xvi) To the knowledge of such counsel, (A) there is no action, suit or proceeding pending or threatened by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or any of its or their property of a character required to be described in the Registration Statement or Prospectus (or any amendment or supplement thereto), and (B) there are no agreements, contracts, indentures, leases or other instruments or documents that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or to be filed or incorporated by reference as an exhibit to the Registration Statement or any Incorporated Document that are not described, filed or incorporated as required, as the case may be;

(xvii) Such counsel is not aware of any certificates, authorizations, licenses or permits required by any federal regulatory authority which are necessary for the Company and/or its subsidiaries to conduct their respective businesses other than any such certificates, authorizations, licenses or permits which have been obtained or where such failure to possess such certificates, authorizations, licenses or permits could not reasonably be expected to have a Material Adverse Effect. To the knowledge of such counsel, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any certificate, authorization, license or permit issued by any federal, state, municipal or foreign regulatory authority which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect;

(xviii) The Company is not subject to registration as an investment company under the Investment Company Act of 1940, as amended, and the transactions contemplated by this Agreement (including the application of the proceeds from the sale of the Securities), will not cause the Company to become an investment company subject to registration under the Investment Company Act of 1940, as amended;

(xix) The Company was a “real estate investment trust” as defined by Section 856(a) of the Code for its taxable years ended December 31, 1984 through December 31, 2007, and its current and proposed method of operation and ownership will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year

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ending December 31, 2008 and for all future taxable years; and the statements in the Basic Prospectus set forth under the caption “Federal Income Tax Considerations” and in the Pricing Prospectus and the Prospectus Supplement under the caption “Certain Federal Income Tax Considerations,” insofar as they purport to describe or summarize certain provisions of the agreements, statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects, and the discussion thereunder expresses the opinion of Pillsbury Winthrop Shaw Pittman LLP insofar as it relates to matters of United States federal income tax law and legal conclusions with regard to those matters;

(xx) The statements in the Disclosure Package and the Prospectus, insofar as they are descriptions of contracts or agreements or constitute statements of law or legal conclusions, are accurate and present fairly the information required to be shown in all material respects; and

(xxi) Although counsel has not undertaken, except as otherwise indicated in its opinion, to determine independently, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements in the Registration Statement, such counsel has participated in the preparation of the Registration Statement, the Disclosure Package and the Prospectus, including review and discussion of the contents thereof (including review and discussion of the contents of all Incorporated Documents), and nothing has come to the attention of such counsel that has caused it to believe that the Registration Statement (including the Incorporated Documents), at the time the Registration Statement became effective, or the Disclosure Package, at the Execution Time and as of the date of such opinion, or the Prospectus, as of its date and as of the Closing Date and each Option Closing Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that any amendment or supplement to the Prospectus, as of its respective date, and as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and the notes thereto and the schedules and other financial accounting and statistical data included in the Registration Statement, the Disclosure Package or the Prospectus or any Incorporated Document).

   (d) The Representatives shall have received on the Closing Date and, if applicable, each Option Closing Date an opinion of Hunton & Williams LLP, counsel for the Underwriters, dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request.

   (e) Intentionally Omitted.

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          (f) The Representatives shall have received letters addressed to the Underwriters and dated as of the date hereof, the Closing Date and, if applicable, each Option Closing Date from each of KPMG LLP and Ernst & Young LLP, independent registered public accounting firms, substantially in the form heretofore approved by the Underwriters; provided that the letter delivered on the Closing Date or any applicable Option Closing Date shall use a “cut-off” date no more than three (3) Business Days prior to the Closing Date or such Option Closing Date, as the case may be.

          (g) (A) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date or any Option Closing Date; (B) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt (including any off-balance sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); (C) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company or its subsidiaries; (D) the Company and its subsidiaries shall not have any liabilities or obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and the Prospectus (or any amendment or supplement thereto); and (E) all the representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date and each Option Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a certificate, dated the Closing Date and each Option Closing Date and signed by either the chief executive officer or chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth in this Section 8(g) and in Section 8(h) hereof.

          (h) The Company shall not have failed at or prior to the Closing Date and each Option Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder or under the Indenture, at or prior to the Closing Date and each Option Closing Date.

          (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

          (j) The Company shall have completed all required filings with the New York Stock Exchange and other necessary actions in order to cause the Common Shares issuable in

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exchange for the Securities to be listed and admitted and authorized for trading on the New York Stock Exchange, subject to notice of issuance.

          (k) On or about the date of this Agreement, but in no event later than the Closing Date, the Representatives shall have received “lock-up” agreements relating to sales and certain other dispositions of Common Shares or certain other securities, each substantially in the form of Exhibit B attached hereto, from the persons set forth on Schedule V attached hereto, and all of such “lock-up” agreements, shall be in full force and effect on the Closing Date and, if applicable, each Option Closing Date.

          (l) The Company shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the Representatives shall have requested.

          All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel.

          Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to the Underwriters as to the statements made therein.

          If any of the conditions specified in this Section 8 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled by the Representatives at, or at any time prior to, the Closing Date or any Option Closing Date, with respect to any Option Securities remaining to be purchased. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

          With respect to the Closing Date and each Option Closing Date, the documents required to be delivered by this Section 8 shall be delivered at the offices of Hunton & Williams LLP, Attn: Andrew A. Gerber, Esq., counsel for the Underwriters, at 101 South Tryon Street, Suite 3500, Charlotte, North Carolina on or prior to such date.

     9. Expenses. The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by the Company of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the registration statement (including financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the registration statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus , the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities,

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including any stamp or other taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental blue sky memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and counsel (including local and special counsel) for the Company; and (ix) the fees and expenses of the Trustee in connection with the offering and sale of the Securities.

     10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

     11. Termination of Agreement. This Agreement shall be subject to termination in the absolute discretion of the Representatives, without liability on the part of the Underwriters to the Company, by notice to the Company, if, prior to the Closing Date: (i) there shall have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the Disclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the sole judgment of the Representatives, is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as

32

contemplated by the Registration Statement (exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto); (ii) there shall have occurred any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) trading in the Company’s Common Stock or outstanding Preferred Shares shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited; (iv) a general moratorium on commercial banking activities in New York or Florida shall have been declared by either federal or state authorities; (v) the Company or any of its subsidiaries shall have sustained a substantial loss by fire, flood, accident or other calamity which renders it impracticable, in the reasonable judgment of the Representatives, to consummate the sale of the Securities and the delivery of the Securities by the Underwriters at the initial public offering price; or (vi) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to commence or continue the offering as contemplated by the Registration Statement (exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto). Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter.

     12. Information Furnished by the Underwriters. The statements in the third, seventh and eighth paragraphs under the heading “Underwriting” in any Preliminary Prospectus and in the Prospectus Supplement, constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in the last sentence of Section 6(b) and Section 7(b) hereof.

     13. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement.

     14. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

          (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether any of the Underwriters has advised or is advising the Company on other matters;

33

          (b) the price of the Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

          (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

          (d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty.

     15. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Banc of America Securities LLC, 40 West 57^th Street, New York, New York 10019 and Wachovia Capital Markets, LLC at One Wachovia Center, 301 South College Street, mail code NC0602, Charlotte, North Carolina 28288; or, if sent to the Company, will be mailed, delivered or telefaxed to the office of the Company at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, (fax no.: 407-650-1044), Attention: Kevin B. Habicht, Executive Vice President and Chief Financial Officer.

     16. Successors. This Agreement has been made solely for the benefit of the Underwriters, the Company, its directors and officers, and the other controlling persons referred to in Section 7 hereof and their respective successors and assigns, to the extent provided herein. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term “successor” nor the term “successors and assigns” as used in this Agreement shall include a purchaser from the Underwriters of any of the Securities in his status as such purchaser.

     17. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

     18. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

     19. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

     20. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement.

34

     21. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

     22. Definition. The term which follows, when used in this Agreement, shall have the meaning indicated.

      “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

      “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

      “Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 401,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 433” and “Rule 456” refer to such rules under the Act.

      “Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

[Signature page follows]

35

     If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

Very truly yours,
NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Kevin B. Habicht
Name:	Kevin B. Habicht
Title:	Executive Vice President

Accepted and agreed to as of
the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Julian Allen
Title:	Vice President
BANC OF AMERICA SECURITIES LLC
By: Title:	/s/ Bradley Smith Managing Director
WACHOVIA CAPITAL MARKETS, LLC
By: Title:	Lear Beyer Managing Director
Each for itself and as a Representative of the other
Underwriters named on Schedule I hereto.

[Signature Page to Underwriting Agreement for 2008 Convertible Notes]

SCHEDULE I

NATIONAL RETAIL PROPERTIES, INC.

	Principal Amount of		Principal Amount of
	Firm Securities		Option Securities
Underwriters	to be Purchased		to be Purchased
Citigroup Global Markets Inc.	$	73,334,000	$	11,000,000
Banc of America Securities LLC		73,333,000		11,000,000
Wachovia Capital Markets, LLC		73,333,000		11,000,000
Total	$	220,000,000	$	33,000,000

SCHEDULE II

FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE

1) Final Term Sheet, in the form attached as Exhibit A hereto

SCHEDULE III

LIST OF SUBSIDIARIES

Name of Subsidiary	Name of Subsidiary
Net Lease Realty I, Inc.	CNLRS Equity Ventures, Inc.
NNN Ster Florida, LLC	NNN Equity Ventures, Inc.
NNN Ster Texas LP	Net Lease Realty VI, LLC
Net Lease Funding, Inc.	WG Grand Prairie TX, LLC
National Retail Properties Trust	NNN BJ’s Orlando FL, LLC
National Retail Properties, LP	NNN RAD Monticello NY, LLC
NNN GP Corp.	CNLRS Acquisitions, Inc.
NNN LP Corp.	CNLRS Bismark ND, LLC
NNN Texas GP Corp.	CNLRS Yosemite Park CO, LLC
NNN TRS, Inc.	Gator Pearson, LLC
NNN Acquisitions, Inc.	NNN Brokerage Services, Inc.
NNN Development, Inc.	CNLRS RGI Bonita Springs LLC
Orange Avenue Mortgage Investments, Inc.	CNLRS BEP, L.P.
CNL SBA License, Inc.	CNLRS Rockwall, L.P.
CNL Commercial Mortgage Funding, Inc.	CNLRS Equity Ventures BEP, Inc.
NAPE Acquisition, Inc.	CNLRS Equity Ventures Rockwall, Inc.
CCMH I, LLC	NNN Equity Ventures Harrison Crossing, Inc.
CCMH II, LLC	NNN Harrison Crossing, L.P.
CCMH III, LLC	NNN Retail FF Mabank LLC
CCMH IV, LLC	NNN PBY LLC
CCMH V, LLC
CCMH VI, LLC
CNLRS Equity Ventures Plano, Inc.
NNN Ster Paradise Valley Arizona LLC

Significant Subsidiaries

National Retail Properties, LP

NNN TRS, Inc.

Joint Ventures

NNN Retail Properties Fund I LLC (National Retail Properties, LP owns 15% equity and is managing member)
NNN Retail Properties Fund Sub I LLC (NNN Retail Properties Fund I LLC owns 100% equity and is sole member)
NNN Retail Properties Fund Sub II LLC (NNN Retail Properties Fund I LLC owns 100% equity and is sole member)
NNN Retail Properties Fund Sub III LLC (NNN Retail Properties Fund I LLC owns 100% equity and is sole member)

SCHEDULE IV

MATERIAL AGREEMENTS

     Indenture by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee, dated as of March 25, 1998.

     Supplemental Indenture No. 1 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee, dated as of March 25, 1998.

     Supplemental Indenture No. 2 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee, dated as of June 21, 1999.

     Supplemental Indenture No. 3 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association (f/k/a First Union National Bank), as trustee, dated as of September 20, 2000.

     Supplemental Indenture No. 4 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, as trustee, dated as of May 30, 2002.

     Supplemental Indenture No. 5 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, as trustee, dated as of June 18, 2004.

     Supplemental Indenture No. 6 by and between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, as trustee, dated as of November 17, 2005.

     Supplemental Indenture No. 7 by and between the Company and U.S. Bank, National Association, successor to Wachovia Bank, National Association, as trustee, dated as of September 13, 2006.

     Supplemental Indenture No. 8 by and between the Company and U.S. Bank, National Association, successor to Wachovia Bank, National Association, as trustee, dated as of September 10, 2007.

     Eighth Amended and Restated Line of Credit and Security Agreement, dated December 13, 2005, by and among the Company, certain lenders and Wachovia Bank, National Association, as the Agent, relating to a $300,000,000 loan.

     First Amendment to Eighth Amended and Restated Line of Credit and Security Agreement, dated February 20, 2007, by and among the Company, certain lenders and Wachovia Bank, National Association, as the Agent.

SCHEDULE V

PERSONS DELIVERING LOCK-UP AGREEMENTS

Craig Macnab
Paul E. Bayer
Kevin B. Habicht
Julian E. Whitehurst
Christopher P. Tessitore

EXHIBIT A

FINAL TERM SHEET

Free Writing Prospectus Dated February 27, 2008 Registration Statement No. 333-132095

Filed Pursuant to Rule 433 of the Securities Act of 1933

National Retail Properties, Inc.
$220,000,000
5.125% Convertible Senior Notes due 2028

Issuer of Securities and Common Shares:	National Retail Properties, Inc.
Security:	5.125% Convertible Senior Notes due 2028
Principal Amount Offered:	$220,000,000
Over-allotment Option:	$33,000,000
Proceeds Net of Aggregate Underwriting Compensation:	$215.6 million (excluding option to purchase up to  $33.0 million of Option Securities)
Interest Payment Dates:	June 15 and December 15 of each year, beginning June 15, 2008
Maturity Date:	June 15, 2028
Investor Put Dates:	June 17, 2013; June 15, 2018; June 15, 2023
Redemption Date:	On or after June 17, 2013
Annual Interest Rate:	5.125%
Principal Amount per Note:	$1,000
Issue Price:	100%
Conversion Premium:	16.0%
Reference Price:	$21.91
Conversion Price:	$25.42 per National Retail Properties, Inc. Common Share
Initial Conversion Rate:	39.3459 National Retail Properties, Inc. Common Shares per $1,000 principal amount of Securities
Trade Date:	February 27, 2008
Settlement Date:	March 4, 2008
CUSIP:	637417 AC0

ISIN:	US637417AC02
Joint Book-Running Managers:	Citigroup Global Markets Inc.
	Banc of America Securities LLC
	Wachovia Capital Markets, LLC

Adjustment to Common Shares Delivered upon Conversion upon Change in Control:

The following table sets forth the share price and the number of additional shares to be received per $1,000 principal amount of Securities:

	Effective Price
Effective Date	$21.91		$23.00		$25.00		$27.00		$29.00		$31.00		$33.00		$35.00
March 4, 2008		6.2954		5.0430		3.1972		1.8709		0.9502		0.3519		0.0386		0.0000
June 15, 2009		6.2954		5.2951		3.3703		1.9850		1.0170		0.3803		0.0401		0.0000
June 15, 2010		6.2954		5.4004		3.4101		1.9893		1.0061		0.3676		0.0339		0.0000
June 15, 2011		6.2954		5.3677		3.3029		1.8584		0.8849		0.2781		0.0000		0.0000
June 15, 2012		6.2954		5.0521		2.8753		1.4354		0.5452		0.0776		0.0000		0.0000
June 17, 2013		6.2954		4.1324		0.6962		0.0000		0.0000		0.0000		0.0000		0.0000

The exact share prices and effective dates may not be set forth in the table, in which case:

     (1) if the share price is between two share price amounts in the table or the effective date is between two dates in the table, the additional change in control shares will be determined by straight-line interpolation between the number of additional change in control shares set forth for the higher and lower share price amounts and the two dates, as applicable, based on a 365-day year;

     (2) if the share price is in excess of $35.00 per Common Share of National Retail Properties, Inc. (subject to adjustment), no additional change in control shares will be issued upon conversion; and

     (3) if the share price is less than $21.91 per Common Share of National Retail Properties, Inc. (subject to adjustment), no additional change in control shares will be issued upon conversion.

     Notwithstanding the foregoing, in no event will the total number of common shares issuable upon conversion exceed 45.6413 per $1,000 principal amount of Securities.

     The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any Underwriter or any dealer participating in the offering will arrange to send to you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or Banc of America Securities LLC toll-free at 1-800-294-1322 or emailing Wachovia Capital Markets, LLC at equity.syndicate@wachovia.com.

EXHIBIT B

[Letterhead of officer or director of National Retail Properties, Inc.]
National Retail Properties, Inc.
Public Offering of Convertible Securities

, 2008

[Representatives and addresses]

As Representatives of the several Underwriters,

Ladies and Gentlemen:

     The undersigned, a stockholder and an officer of National Retail Properties, Inc., a Maryland corporation (the “Company”), understands that Citigroup Global Markets Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of 5.125% Convertible Senior Notes due 2028 (the “Convertible Notes”) of the Company. The Convertible Notes will be convertible into shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company. In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of sixty (60) days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Shares”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Shares, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing restrictions, the undersigned may transfer up to 2,500 shares of Common Stock to one or more charitable organizations as a bona fide gift or gifts, provided that the transferee or transferees thereof agree in writing to be bound by this restriction and provided further that no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 60-day period referred to above).

     The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Shares except in compliance with the foregoing restrictions.

Yours very truly,

[Signature of officer, director or major stockholder]

[Name and address of officer, director or major
stockholder]

EX-4.1

Exhibit 4.1

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 2028

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions
Section 1.01. Relation To Original Indenture		1
Section 1.02. Definitions		1
ARTICLE 2
Issue, Description, Execution, Registration And Conversion Of Notes
Section 2.01. Designation and Amount		6
Section 2.02. Form Of Notes		6
Section 2.03. Date And Denomination Of Notes; Interest		7
Section 2.04. Exchange And Registration Of Transfer Of Notes Surrendered For Repurchase; Depository		7
Section 2.05. Additional Notes; Repurchases		7
Section 2.06. No Sinking Fund		7
Section 2.07. Ranking		7
ARTICLE 3
Redemption
Section 3.01. Right To Redeem		8
Section 3.02. Selection Of Notes To Be Redeemed		8
Section 3.03. Notice Of Redemption		8
ARTICLE 4
Particular Covenants Of The Issuer
Section 4.01. Payment Of Principal And Interest		8
ARTICLE 5
Defaults And Remedies
Section 5.01. Events Of Default		9
Section 5.02. Waivers		10
ARTICLE 6
Supplemental Indentures
Section 6.01. Supplemental Indentures Without Consent Of Noteholders		10
Section 6.02. Modification And Amendment With Consent Of Noteholders		10
Section 6.03. Effect Of Supplemental Indentures		11
ARTICLE 7
Conversion Of Notes
Section 7.01. Conversion		11
Section 7.02. Conversion Procedures		13

TABLE OF CONTENTS
(continued)

	Page
Section 7.03. Adjustment Of Conversion Rate		16
Section 7.04. Sufficient Shares To Be Delivered		23
Section 7.05. Effect Of Reclassification, Consolidation, Merger Or Sale		23
Section 7.06. Certain Covenants		24
Section 7.07. Responsibility Of Trustee		25
Section 7.08. Notice To Noteholders Prior To Certain Actions		25
Section 7.09. Shareholder Rights Plans		26
Section 7.10. Ownership Limit		26
ARTICLE 8
Repurchase Of Notes At Option Of Holders
Section 8.01. Repurchase Of Notes At Option Of The Noteholder On Specified Dates		26
Section 8.02. Repurchase At Option Of Noteholders Upon A Fundamental Change		30
ARTICLE 9
Consolidation, Merger, Sale, Lease Or Conveyance
Section 9.01. Certain Conditions		33
ARTICLE 10
Miscellaneous Provisions
Section 10.01. Ratification Of Original Indenture		33
Section 10.02. Provisions Binding On Issuer’s Successors		33
Section 10.03. Official Acts By Successor Corporation		33
Section 10.04. Governing Law		33
Section 10.05. Evidence Of Compliance With Conditions Precedent; Certificates And Opinions Of Counsel To Trustee		33
Section 10.06. Non Business Day		34
Section 10.07. No Security Interest Created		34
Section 10.08. Benefits Of Indenture		34
Section 10.09. Table Of Contents, Headings, Etc		34
Section 10.10. Execution In Counterparts		34
Section 10.11. Trustee		34
Section 10.12. Further Instruments And Acts		34
Section 10.13. Waiver Of Jury Trial		35
Section 10.14. Force Majeure		35
Section 10.15. Calculations		35

- ii - 

     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”).

RECITALS

     WHEREAS, the Issuer executed and delivered the Indenture (the “Original Indenture”), dated as of March 25, 1998, to the Trustee to issue from time to time for its lawful purposes debt securities evidencing the Issuer’s senior unsecured Indebtedness.

     WHEREAS, Sections 3.1 and 9.1(7) of the Original Indenture provide that by means of a supplemental indenture the Issuer may create one or more series of its debt securities and establish the form, terms and provisions thereof.

     WHEREAS, the Issuer intends by this Ninth Supplemental Indenture to (i) create a series of Issuer’s debt securities, in an initial aggregate principal amount equal to $220,000,000, entitled 5.125% Convertible Senior Notes due 2028 (the “Notes”) and (ii) establish the form and the terms and provisions of the Notes.

     WHEREAS, the Board of Directors of the Issuer has approved the creation of the Notes and the form, terms and provisions thereof.

     WHEREAS, the consent of Noteholders to the execution and delivery of this Ninth Supplemental Indenture is not required, and all other actions required to be taken under the Original Indenture with respect to this Ninth Supplemental Indenture have been taken.

     NOW, THEREFORE IT IS AGREED:

ARTICLE 1
Definitions

     Section 1.01. Relation To Original Indenture.

     (a) This Ninth Supplemental Indenture shall constitute an integral part of the Original Indenture.

     (b) Articles XII, XIII and XIV of the Original Indenture shall not apply to the Notes.

     Section 1.02. Definitions. For all purposes of this Ninth Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

     (a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture;

     (b) Terms defined both herein and in the Original Indenture shall have the meanings assigned to them herein;

     (c) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Ninth Supplemental Indenture; and

     (d) All other terms used in this Ninth Supplemental Indenture, which are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Ninth Supplemental Indenture. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Ninth Supplemental Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular.

     “Additional Shares” shall have the meaning specified in Section 7.01(g).

     “Board of Directors” means the board of directors of the Issuer.

     “Cash Percentage” shall have the meaning specified in Section 7.02(k).

     “Cash Percentage Notice” shall have the meaning specified in Section 7.02(k).

     “Close of Business” means 5:00 p.m. (New York City time).

     “Closing Sale Price” means, with respect to the Common Stock or any other capital stock or similar equity interests or other publicly traded securities for which a Closing Sale Price must be determined, on any date, the closing sale price per share of the Common Stock or unit of such other security (or, if no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on such date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock or such other security is traded. If the Common Stock or such other security is not listed for trading on a United States national or regional securities exchange on the relevant date, the Closing Sale Price shall be the closing sale price per share of Common Stock or such other security in the over-the-counter market on the relevant date, as reported by Pink Sheets LLC or another established over-the-counter trading market in the United States. In the absence of the foregoing, the Closing Sale Price shall be the average of the mid-point of the last bid and last ask prices for a share of Common Stock or such other security on the relevant date from each of at least three nationally recognized independent investment banking firms selected from time to time by the Board of Directors for that purpose. The Closing Sale Price shall be determined without reference to extended or after-hours trading.

     “Common Stock” means, subject to Section 7.05, the common stock of the Issuer, par value $0.01 per share, at the date of this Ninth Supplemental Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer and that are not subject to redemption by the Issuer; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

     “Conversion Agent” shall mean the Trustee or any successor office or agency where the Notes may be surrendered for conversion.

     “Conversion Date” shall have the meaning specified in Section 7.02(c).

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     “Conversion Obligation” shall have the meaning specified in Section 7.01(a).

     “Conversion Price” means as of any date $1,000 divided by the Conversion Rate as of such date.

     “Conversion Rate” shall have the meaning specified in Section 7.01(a).

     “Conversion Trigger Price” shall have the meaning specified in Section 7.01(c).

     “Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Observation Period, 1/20^th of the product of (a) the applicable Conversion Rate and (b) the Closing Sale Price of the Common Stock (or the Reference Property, if applicable) on such day.

     “Daily Settlement Amount,” for each of the 20 Trading Days during the Observation Period, shall consist of an amount of cash and, if applicable, a number of shares of Common Stock as follows:

     (i) cash in an amount equal to the lesser of $50 and the Daily Conversion Value relating to such Trading Day; and

     (ii) to the extent the Daily Conversion Value exceeds $50, a number of shares of Common Stock (which may be or include a fraction) equal to the Daily Share Amount for such Trading Day, subject to the Issuer’s right to deliver cash in lieu of all or a portion of such Common Stock in accordance with Section 7.02(k).

     “Daily Share Amount” shall mean, with respect to each Trading Day in the Observation Period, an amount equal to the following: (i) if the Daily Conversion Value for such Trading Day is equal to or less than $50, then the Daily Share Amount with respect to such Trading Day shall mean an amount equal to zero; and (ii) if the Daily Conversion Value for such Trading Day exceeds $50, then the Daily Share Amount with respect to such Trading Day shall mean a fraction (a) whose numerator is the excess of such Daily Conversion Value over $50 and (b) whose denominator is the Closing Sale Price per share of Common Stock (or Reference Property, if applicable) on such Trading Day.

     “Depositary” means, with respect to Notes that are Global Securities, DTC, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Original Indenture or this Ninth Supplemental Indenture, and thereafter, “Depositary” shall mean or include such successor.

     “Distributed Property” shall have the meaning specified in Section 7.03(c).

     “Dividend Threshold Amount” shall have the meaning specified in Section 7.03(d).

     “Effective Date” shall have the meaning specified in Section 7.01(g)(ii).

     “Event of Default” means, with respect to the Notes, any event specified in Section 5.01, continued for the period of time, if any, and after the giving of notice, if any, therein designated.

     “Ex-Dividend Date” means, (a) with respect to Section 7.01(e)(i), the first date upon which a sale of a share of Common Stock does not automatically transfer the right to receive the relevant dividend from the seller of the Common Stock to its buyer, and (b) in all other cases, with respect to any issuance or distribution on the Common Stock or any other equity security, the first date on which the Common Stock or such other equity security trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance or distribution.

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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Fundamental Change” shall be deemed to occur upon the consummation of any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization) in connection with which 50% or more of the Common Stock is exchanged for, converted into or constitutes solely the right to receive, consideration which is not at least 90% common equity (or American Depositary Shares representing shares of common equity) that is or are: (a) listed on, or immediately after the consummation of such transaction or event, will be listed on, a United States national securities exchange, or (b) approved, or immediately after the consummation of such transaction or event will be approved, for quotation on a nationally recognized and accepted system of automated dissemination of quotation of securities prices.

     “Fundamental Change Conversion Period” shall have the meaning specified in Section 7.01(e)(ii).

     “Fundamental Change Issuer Notice” shall have the meaning specified in Section 8.02(b).

     “Fundamental Change Repurchase Date” shall have the meaning specified in Section 8.02(a).

     “Fundamental Change Repurchase Notice” shall have the meaning specified in Section 8.02(a)(i).

     “Fundamental Change Repurchase Price” shall have the meaning specified in Section 8.02(a).

     “Interest Payment Date” means June 15 and December 15 of each year, beginning on June 15, 2008.

     “Issuer” shall have the meaning specified in the Preamble, and subject to the provisions of Article VIII of the Original Indenture and Section 9.01 of this Ninth Supplemental Indenture, and shall include its successors and assigns.

     “Issuer Put Right Notice” shall have the meaning specified in Section 8.01(c).

     “Issuer Put Right Notice Date” shall have the meaning specified in Section 8.01(c).

     “Market Disruption Event” means the occurrence or existence for more than a one-half hour period in the aggregate on any scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the applicable stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

     “Maturity Date” means June 15, 2028, unless the Notes are earlier repurchased, converted or redeemed.

     “Measurement Period” shall have the meaning specified in Section 7.01(b).

     “Merger Event” shall have the meaning specified in Section 7.05.

     “Ninth Supplemental Indenture” shall have the meaning specified in the Preamble.

     “Noteholder” means a Holder of any Notes.

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     “Notes” shall have the meaning specified in the Recitals.

     “Notice of Conversion” shall have the meaning specified in Section 7.02(c).

     “Observation Period” means, with respect to any Note tendered for conversion, the 20 consecutive Trading Day period beginning on and including the third scheduled Trading Day after the related Conversion Date in respect of such Note.

     “Original Indenture” shall have the meaning specified in the Recitals.

     “Put Right Repurchase Date” shall have the meaning assigned to it in Section 8.01(b).

     “Put Right Repurchase Notice” shall have the meaning assigned to it in Section 8.01(b)(i).

     “Put Right Repurchase Price” shall have the meaning assigned to it in Section 8.01(b).

     “Record Date” means, with respect to any dividend, distribution, transaction or event, in which holders of Common Stock have the right to receive cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, contract or otherwise).

     “Regular Record Date,” with respect to the payment of interest on any Interest Payment Date, means the June 1 or December 1 immediately preceding the applicable Interest Payment Date.

     “Redemption Price” shall have the meaning specified in Section 3.01(c).

     “Reference Property” shall have the meaning specified in Section 7.05(b).

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Spin-Off” shall have the meaning specified in Section 7.03(c).

     “Share Price” means the price paid per share of Common Stock in connection with a Fundamental Change pursuant to which Additional Shares shall be added to the Exchange Rate as set forth in Section 7.01(e)(ii), which shall be equal to (i) if holders of Common Stock receive only cash in such Fundamental Change, the cash amount paid per share of Common Stock and (ii) in all other cases, the average of the Closing Sale Prices of the Common Stock over the five consecutive Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change.

     “Trading Day” means a day during which (i) trading in Common Stock generally occurs, (ii) there is no Market Disruption Event and (iii) a Closing Sale Price for Common Stock (other than a Closing Sale Price referred to in the penultimate sentence of such definition) is available for such day; provided that if the Common Stock is not admitted for trading or quotation on or by any exchange, bureau or other organization referred to in the definition of Closing Sale Price (excluding the penultimate sentence of that definition), Trading Date shall mean any Business Day.

     “Trading Price” with respect to the Notes, on any date of determination, means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for $2.0 million principal amount of Notes at approximately 3:30 p.m., New York City time, on such

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determination date from three independent nationally recognized securities dealers selected by the Issuer (which may include Citigroup Global Markets Inc., Banc of America Securities LLC or Wachovia Capital Markets, LLC); provided that if three such bids cannot reasonably be obtained by the Trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $2.0 million principal amount of Notes from a nationally recognized securities dealer or, in the Issuer’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Notes, then the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate on such determination date.

     “Trigger Event” shall have the meaning specified in Section 7.03(c).

     “Trustee” shall have the meaning specified in the Preamble until a successor trustee shall have become such pursuant to the applicable provisions of the Original Indenture. The Trustee shall initially serve as the Security Registrar and Paying Agent for the Notes.

ARTICLE 2
Issue, Description, Execution, Registration And Conversion Of Notes

     Section 2.01. Designation and Amount. The Notes shall be designated as the “5.125% Convertible Senior Notes Due 2028.” The aggregate principal amount of Notes that may be authenticated and delivered under this Ninth Supplemental Indenture is initially limited to $220,000,000, subject to Section 2.06 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant Section 2.05, Section 7.02 and Section 8.02 of this Ninth Supplemental Indenture and Sections 3.3, 3.4, 3.5, 3.6 and 11.7 of the Original Indenture.

     Section 2.02. Form Of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A.

     Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Original Indenture and this Ninth Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.

     The Global Security shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Original Indenture or this Ninth Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Security on the Maturity Date shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date for the payment of interest or other means of determining Noteholders eligible to receive payment is provided for herein.

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     The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Ninth Supplemental Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

     Section 2.03. Date And Denomination Of Notes; Interest. The Notes shall be issuable as Registered Securities in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     Section 2.04. Exchange And Registration Of Transfer Of Notes Surrendered For Repurchase; Depository.

     (a) Notwithstanding anything to the contrary in Section 3.5 of the Original Indenture, none of the Issuer, the Trustee, the Security Registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (b) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn), in accordance with Article 8.

     (b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Security, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee) in accordance with the Original Indenture and this Ninth Supplemental Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

     Section 2.05. Additional Notes; Repurchases. The Issuer or one of its affiliates may, without the consent of the Noteholders and notwithstanding Section 2.01, reopen the Notes and issue additional Notes hereunder with the same terms and conditions (except for any difference in the issue price therefor and interest accrued prior to the date of issuance thereof) and with the same CUSIP number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which will form the same series with the Notes initially issued hereunder, provided that such additional Notes constitute the same issue as the Notes initially issued hereunder for U.S. federal income tax purposes. The Issuer may also from time to time repurchase the Notes in open-market purchases or negotiated transactions without prior notice to Noteholders.

     Section 2.06. No Sinking Fund. The provisions of Article XII of the Original Indenture shall not be applicable to the Notes. No sinking fund is provided for the Notes.

     Section 2.07. Ranking. The Notes (and any additional Notes issued pursuant to Section 2.05 hereof) constitute a senior unsecured general obligation of the Issuer, ranking equally with other existing and future senior unsecured and unsubordinated indebtedness of the Issuer and ranking senior in right of payment to any future indebtedness of the Issuer that is expressly made subordinate to the Notes by the terms of such indebtedness.

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ARTICLE 3
Redemption

     Section 3.01. Right To Redeem.

     (a) Notwithstanding any provision of the Original Indenture, as modified by this Ninth Supplemental Indenture, to the contrary, the Issuer may redeem, in the manner set forth in Article XI of the Original Indenture, the Notes at any time, in whole or in part, if it determines that such redemption is necessary to preserve the status of the Issuer as a real estate investment trust under the Code.

     (b) In addition, the Issuer, at its option, may redeem, in the manner set forth in Article XI of the Original Indenture, the Notes from time to time in whole or in part on or after June 17, 2013.

     (c) Any redemption of Notes shall be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (the “Redemption Price”).

     (d) If the Trustee (or other Paying Agent appointed by the Issuer) holds, in accordance with the terms hereof, money sufficient to pay the Redemption Price of any Note, then, on and after the Redemption Date, such Note will cease to be Outstanding and interest on such Note will cease to accrue. Thereafter, all other rights of the Noteholder in respect thereof shall terminate (other than the right to receive the Redemption Price as aforesaid and additional interest, if any, due on the Redemption Date).

     Section 3.02. Selection Of Notes To Be Redeemed.

     (a) The provisions of Section 11.3 of the Original Indenture shall govern the selection of Notes to be redeemed by the Trustee; provided, however, that if any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be part of the portion selected for redemption. Notes which have been converted subsequent to the Trustee commencing selection of Notes to be redeemed but prior to redemption of such Notes shall be treated by the Trustee as Outstanding for the purpose of such selection.

     Section 3.03. Notice Of Redemption. The provisions of Section 11.4 of the Original Indenture shall govern notices of redemption of the Notes; provided, however, that in addition to the information specified in Section 11.4 of the Original Indenture, notices of redemption of the Notes shall also state:

     (a) the then-current Conversion Price;

     (b) the name and address of the Conversion Agent; and

     (c) that Noteholders who wish to convert Notes must surrender such Notes for conversion no later than the Close of Business on the second Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth herein.

ARTICLE 4
Particular Covenants Of The Issuer

     Section 4.01. Payment Of Principal And Interest.

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     (a) Except as otherwise provided in Section 4.01(b), a Holder of any Notes at the Close of Business on a Regular Record Date for the payment of interest shall be entitled to receive interest on such Notes on the corresponding Interest Payment Date. A Holder of any Notes as of a Regular Record Date that are converted after the Close of Business on such Regular Record Date and prior to the opening of business on the corresponding Interest Payment Date shall be entitled to receive interest on the principal amount of such Notes, notwithstanding the conversion of such Notes prior to such Interest Payment Date. However, such Noteholder that surrenders any such Notes for conversion between the Close of Business on a Regular Record Date and the opening of business on the corresponding Interest Payment Date shall be required to pay the Issuer an amount equal to the interest payable by the Issuer with respect to such Notes on such Interest Payment Date at the time such Noteholder surrenders such Notes for conversion, provided, however, that this sentence shall not apply to a Noteholder that converts Notes:

     (i) surrendered for conversion after the Regular Record Date for the payment of interest immediately preceding the Maturity Date;

     (ii) in respect of which the Issuer has given notice of redemption pursuant to Section 3.03 on a Redemption Date that is after the relevant Regular Record Date and on or prior to the related Interest Payment Date;

     (iii) if the Issuer has specified a Fundamental Change Repurchase Date that is after the Regular Record Date for the payment of interest and on or prior to the related Interest Payment Date;

     (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes.

     Accordingly, a Noteholder that converts Notes under any of the circumstances described in clauses (i) through (iv) above shall receive accrued and unpaid Interest from the issuer and shall not be required to pay to the Issuer an amount equal to the interest payable by the Issuer with respect to such Notes on the relevant Interest Payment Date.

     (b) If the Issuer redeems the Notes, or if a Noteholder surrenders a Note for repurchase by the Issuer in accordance with the terms of such Note, the Issuer will pay accrued and unpaid interest to the Noteholder that surrenders such Note for redemption or repurchase, as the case may be. However, if an interest payment date falls on or prior to the Redemption Date or Put Right Repurchase Date for a Note, the Issuer will pay the accrued and unpaid interest due on that Interest Payment Date instead to the record holder of such Note at the Close of Business on the related Regular Record Date.

     (c) The Issuer may reduce interest payments and payments upon a redemption, repurchase or conversion of Notes otherwise payable to a Noteholder for any amounts the Issuer is required to withhold by law. The Issuer shall set off any such withholding tax that it is required to pay against payments of interest payable on the Notes and payments upon a redemption, repurchase or conversion of Notes.

ARTICLE 5
Defaults And Remedies

     Section 5.01. Events Of Default. Section 5.1(3) of the Original Indenture shall not be applicable to the Notes. As contemplated under Section 5.1(9) of the Original Indenture, the following events, in addition to the events described in Section 5.1 of the Original Indenture, shall be Events of Default with respect to the Notes:

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     (a) default in the payment of principal of any Note when due and payable at its Maturity Date, upon redemption, repurchase, declaration or otherwise;

     (b) failure by the Issuer to comply with its obligation to convert the Notes into cash, Common Stock or a combination of cash and Common Stock, as applicable, upon exercise of a Noteholder’s conversion right, and such failure continues for a period of 10 days; and

     (c) failure by the Issuer to issue a Fundamental Change Issuer Notice in accordance with Section 8.02(b) when due, and such failure continues for a period of 10 days.

     Section 5.02. Waivers. In addition to the exceptions for waiving past defaults as set forth in Section 5.13 of the Original Indenture, Holders of a majority in principal amount of Outstanding Notes may not waive any past default and its consequences relating to the Event of Default set forth in Section 5.01(b) of this Ninth Supplemental Indenture.

ARTICLE 6
Supplemental Indentures

     Section 6.01. Supplemental Indentures Without Consent Of Noteholders. In addition to the provisions of Section 9.1 of the Original Indenture, the Issuer, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to the Original Indenture, in form satisfactory to the Trustee, to: (i) provide for conversion rights of Noteholders if any reclassification or change of the Common Stock, or any consolidation, merger or sale of all or substantially all of the Issuer’s property or assets occurs, as set forth in this Ninth Supplemental Indenture; and (ii) amend or supplement any provision of the Original Indenture, as supplemented by this Ninth Supplemental Indenture; provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Security issued under the Original Indenture (including the Notes issued hereby).

     Section 6.02. Modification And Amendment With Consent Of Noteholders. In addition to the provisions of Section 9.2 of the Original Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental to this Ninth Supplemental Indenture, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ninth Supplemental Indenture, or of modifying in any manner the rights of the Noteholders and any related coupons under this Ninth Supplemental Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify this Ninth Supplemental Indenture in any manner specified in Section 9.2 of the Original Indenture or, in addition thereto, any of the following:

     (a) reduce the Conversion Rate or adversely affect the calculation of the conversion value in accordance with this Ninth Supplemental Indenture;

     (b) adversely affect the rights of a Noteholder to convert Notes in accordance with this Ninth Supplemental Indenture;

     (c) reduce the Fundamental Change Repurchase Price, Redemption Price or Put Right Repurchase Price of any Note; or

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     (d) adversely change the Issuer’s obligation to make any redemption or repurchase payments applicable to the Notes.

     Section 6.03. Effect Of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, the Original Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Original Indenture and this Ninth Supplemental Indenture for all purposes; and every Noteholder theretofore or thereafter authenticated and delivered under the Original Indenture or this Ninth Supplemental Indenture and of any coupon appertaining thereto shall be bound thereby.

ARTICLE 7
Conversion Of Notes

     Section 7.01. Conversion.

     (a) Subject to the conditions described in clauses (b) through (f) below and to Section 7.10, and upon compliance with the provisions of this Article 7, a Noteholder shall have the right, at such Noteholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Notes at any time prior to June 15, 2027 at a rate (the “Conversion Rate”) of 39.3459 shares of Common Stock (subject to adjustment by the Issuer as provided in Section 7.03 and 7.01(f)) per $1,000 principal amount Note (the “Conversion Obligation”) under the circumstances and during the periods set forth below. On and after June 15, 2027, regardless of the conditions described in clause (b) through (f) below, but subject to Section 7.10 and upon compliance with the provisions of this Article 7, a Noteholder shall have the right, at such Noteholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date.

     (b) A Noteholder shall have the right, at such Noteholder’s option, to convert its Notes prior to June 15, 2027, during the five Business Day period immediately after any 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes for each day of such Measurement Period was less than 98% of the product of the Closing Sale Price of the Common Stock on such date and the Conversion Rate on such date, all (except the Trading Price) as determined by the Trustee. The Trustee shall have no obligation to determine the Trading Price of the Notes unless the Issuer requests such determination. The Issuer shall have no obligation to make such request unless a Noteholder or group of Noteholders holding at least $1,000,000 aggregate principal amount of Notes provides the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Closing Sale Price at such time and the then-applicable Conversion Rate, at which time the Issuer shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Closing Sale Price on such date and the then-applicable Conversion Rate. If, to the Issuer’s knowledge, the Trading Price condition set forth above has been met, the Issuer shall so notify the Noteholders. If at any time after the Trading Price condition set forth above has been met, to the Issuer’s knowledge, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Closing Sale Price on such date and the then-applicable Conversion Rate, the Issuer shall so notify the Noteholders.

     (c) A Noteholder shall have the right, at such Noteholder’s option, to convert Notes during any calendar quarter after the quarter ending March 31, 2008, and only during such calendar quarter, if the

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Closing Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Conversion Price (the “Conversion Trigger Price”) on such last Trading Day, which Conversion Price shall be subject to adjustment in accordance with this Article 7.

     (d) In the event that the Issuer has delivered a notice of redemption in accordance with Section 11.4 of the Original Indenture and Section 3.03 of this Ninth Supplemental Indenture to the Noteholders, a Noteholder may convert Notes at any time prior to the Close of Business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Noteholder who has delivered a Fundamental Change Repurchase Notice with respect to a Note may not convert such Note until the Noteholder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Ninth Supplemental Indenture.

     (e) (i) In the event that the Issuer elects to:

     (A) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the Record Date for such distribution, Common Stock at a price less than the Closing Sale Price of the Common Stock for the Trading Day immediately preceding the date of declaration of such distribution; or

     (B) distribute to all holders of Common Stock, assets or debt securities of the Issuer or rights to purchase the Issuer’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 15% of the Closing Sale Price of the Common Stock on the day immediately preceding the date of declaration of such distribution,

then, in either case, Noteholders may surrender the Notes for conversion at any time on and after the date that the Issuer provides notice to Noteholders referred to in the next sentence until the earlier of the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Issuer announces that such distribution will not take place. The Issuer shall notify Noteholders of any distribution referred to in either clause (A) or clause (B) above and of the resulting conversion right no later than the 25^th scheduled Trading Day prior to the Ex-Dividend Date for such distribution.

     (ii) If the Issuer is a party to any transaction or event that constitutes a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and including the 25^th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until and including the related Fundamental Change Repurchase Date (the “Fundamental Change Conversion Period”) and, upon such surrender in connection with a Fundamental Change occurring on or prior to June 17, 2013, the Noteholder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 7.01(g). The Issuer shall give notice to all record Noteholders and the Trustee, and issue a press release, no later than 30 scheduled Trading Days prior to the anticipated Effective Date of such transaction.

     (iii) If the Issuer is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the Common Stock would be exchanged for cash, securities and/or other property (whether or not such transaction or event constitutes a Fundamental Change), then the Noteholders shall have the right to convert Notes at any time from and including the 25^th scheduled Trading Day prior to the date announced by the Issuer as the anticipated effective date of the transaction and until and including the date that is 15 calendar days after the date that is the effective date of such

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transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 7.01(e)(ii) shall apply. The Issuer shall notify Noteholders at least 25 scheduled Trading Days prior to the anticipated effective date of such transaction.

     (f) The Notes shall be convertible at any time beginning on the first Business Day after any 30 consecutive Trading Day period during which the Common Stock is not listed on a U.S. national securities exchange.

     (g) (i) If a Noteholder elects to convert Notes in connection with a Fundamental Change and the effective date or anticipated effective date of such Fundamental Change occurs prior to June 17, 2013, the Conversion Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Settlement of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 7.02 below, as applicable. For purposes of this Section 7.01(g), a conversion shall be deemed to be “in connection with” a Fundamental Change to the extent that the conversion occurs during the Fundamental Change Conversion Period (regardless of whether the provisions of clauses (b), (c), (d) or (f) of this Section 7.01 shall apply to such conversion).

     (ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”), and the Share Price; provided, that if the Share Price is between two Share Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Share Price amounts and the two nearest Effective Dates, as applicable, based on a 365-day year; provided further that if (1) the Share Price is greater than $35.00 per share of Common Stock (subject to adjustment), no Additional Shares will be added to the Conversion Rate, and (2) the Share Price is less than $21.91 per share of Common Stock (subject to adjustment), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 45.6413 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 7.03).

     (iii) The Share Prices set forth in the first row of the table in Schedule A hereto (i.e., the column headers) shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 7.03 (other than by operation of an adjustment to the Conversion Rate by adding Additional Shares).

     Section 7.02. Conversion Procedures.

     (a) Subject to Section 7.02(b) and Section 7.10, the Issuer will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes validly tendered for conversion in cash, fully paid shares of Common Stock or a combination thereof, as applicable, by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash, shares of Common Stock or a combination thereof, as applicable, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that (i) the

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Issuer will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (l) below; and (ii)  if the Issuer elects to settle all or a portion of the Daily Share Amount in cash as set forth in clause (k) below, the Issuer shall inform converting Noteholders by notice to the Trustee no later than the Close of Business on the Business Day immediately preceding the first scheduled Trading Day of the related Observation Period for such election to pay cash upon conversion of the Notes and will specify in such notice the Cash Percentage as required in clause (k) below. The Daily Settlement Amounts shall be determined by the Issuer promptly following the last day of the Observation Period.

     (b) Notwithstanding Section 7.02(a) or 7.02(k), the Issuer shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as a result of a Fundamental Change, as set forth in Section 7.01(g) pursuant to this clause(b).

     (i) If the last day of the applicable Observation Period related to Notes surrendered for conversion is prior to the third Trading Day preceding the Effective Date of such Fundamental Change, the Issuer shall satisfy the related Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion by delivering the amount of cash, Common Stock or a combination thereof, as applicable (based on the Conversion Rate, but without regard to the number of Additional Shares to be added to the Conversion Rate pursuant to Section 7.01(g)) on the third Trading Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of such Fundamental Change, the Issuer shall deliver the increase in such amount of cash and Reference Property deliverable in lieu of Common Stock, if any, as if the Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Closing Sale Prices during such Observation Period). If such increased amount of cash and shares, if any, results in an increase to the amount of cash to be paid to Noteholders, the Issuer shall pay such increase in cash, and if such increased amount results in an increase to the number of shares of Common Stock, the Issuer shall deliver such increase by delivering Reference Property based on such increased number of shares.

     (ii) If the last day of the applicable Observation Period related to Notes surrendered for conversion is on or following the third scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Issuer shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as set forth in Section 7.02(a) above (based on the Conversion Rate as increased by the Additional Shares pursuant to Section 7.01(g) above) on the later to occur of (x) the Effective Date of the Fundamental Change and (y) the third Trading Day immediately following the last day of the applicable Observation Period.

     (c) Before any Noteholder shall be entitled to convert the same as set forth above, such Noteholder shall (1) in the case of a Global Security, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Noteholder is not entitled as set forth in Section 4.01 and, if required, pay all taxes or duties, if any, and (2) in the case of a Note that is a Registered Security and not a Global Security, (a) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (b) surrender such Notes, duly endorsed to the Issuer or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (c) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth

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in Section 4.01, and (d) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted on the day (the “Conversion Date”) that the Noteholder has complied with the requirements set forth in this Section 7.02(c).

     No Notice of Conversion with respect to any Notes may be tendered by a Noteholder if such Noteholder has also tendered a Put Right Repurchase Notice or a Fundamental Change Repurchase Notice and not validly withdrawn such Put Right Repurchase Notice or Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 8.01 or 8.02, as the case may be.

     If more than one Note shall be surrendered for conversion at one time by the same Noteholder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

     (d) Delivery of the amounts owing in satisfaction of the Conversion Obligation shall be made by the Issuer in no event later than the date specified in Section 7.02(a), except to the extent specified in Section 7.02(b). The Issuer shall make such delivery by paying the cash amount owed to the Conversion Agent or to the Holder of the Note surrendered for conversion, or such Holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such Holder shall be entitled as part of such Conversion Obligation (together with any cash in lieu of fractional shares).

     (e) In case any Note shall be surrendered to the Trustee for partial conversion (along with, if the Issuer or the Trustee so requires, due endorsements from such Holder, or written instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder thereof or his attorney-in-fact), the Issuer shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes containing identical terms and conditions to the Outstanding Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

     (f) If a Noteholder submits a Note for conversion, the Issuer shall pay all documentary, stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of Common Stock, if any, upon the conversion. However, the Noteholder shall pay any such tax that is due because the Noteholder requests any Common Stock to be issued in a name other than the Noteholder’s name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Noteholder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Noteholder’s name.

     (g) Except as provided in Section 7.03, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article.

     (h) Upon the conversion of an interest in a Global Security, the Trustee shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

     (i) Upon conversion of Notes, a Noteholder will not receive any separate cash payment for accrued and unpaid interest, except as set forth in Section 4.01 above. The Issuer’s settlement of its Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the principal

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amount of the Note and accrued and unpaid interest to, but not including, the Conversion Date. As a result, except to the extent set forth in Section 4.01 above, accrued and unpaid interest to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

     (j) The Person in whose name the certificate for any Common Stock issued upon conversion is registered shall be treated as a holder of such Common Stock of record as of and after the Conversion Date.

     (k) The Issuer may elect to pay cash to a Holder upon conversion of Notes in lieu of all or a portion of the Daily Share Amount otherwise issuable to such Holder pursuant to Section 7.02(a). In such event, on any day prior to the Business Day immediately preceding the first Trading Day of the applicable Observation Period for such Notes, the Issuer shall specify a percentage of the Daily Share Amount that shall be settled in cash (the “Cash Percentage”), and the amount of cash that the Issuer shall pay in respect of each Trading Day in the applicable Observation Period in lieu of such portion of the Daily Share Amount (and, for the avoidance of doubt, in addition to the cash amount referred to in clause (i) of the definition of Daily Settlement Amount) will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day (assuming no such election of a Cash Percentage) and (3) the Closing Sale Price for Common Stock for such Trading Day (provided that after the consummation of a Fundamental Change in which the consideration is comprised entirely of cash, the amount used in this clause (3) shall be the cash price per share received by holders of the Common Stock in such Fundamental Change). The number of shares of Common Stock that the Issuer shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. Upon making such election that a percentage of the Daily Share Amount will be settled in cash, the Issuer shall promptly notify Noteholders of such Cash Percentage by notifying the Trustee (the “Cash Percentage Notice”) no later than the Business Day immediately preceding the first Trading Day of the applicable Observation Period. If the Issuer does not deliver a Cash Percentage Notice by the Close of Business on the Trading Day prior to the scheduled first Trading Day of the applicable Observation Period, the Issuer shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Observation Period with Common Stock; provided, however, that the Issuer shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Notes. The Issuer at its option, may revoke any Cash Percentage Notice by notifying the Trustee; provided, that the Issuer shall revoke such notice by the Close of Business on the Trading Day prior to the scheduled first Trading Day of the applicable Observation Period.

     (l) No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes. If more than one Note shall be surrendered for conversion at one time by the same Noteholder, the number of full shares of Common Stock that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Issuer shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Closing Sale Price of the Common Stock on the last day of the applicable Observation Period.

     Section 7.03. Adjustment Of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Issuer as follows, except that the Issuer shall not make any adjustments to the Conversion Rate if Noteholders participate (based on the Conversion Rate then in effect), as a result of holding the Notes, in any of the transactions described below without having to convert the Notes:

     (a) If the Issuer shall exclusively issue Common Stock as a dividend or distribution to all holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of

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Common Stock or combination into a lower number of shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula:

     

     where,

CR0	=	the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution, or the effective date of such subdivision or combination, as applicable;
CR’	=	the Conversion Rate in effect immediately after the Ex-Dividend Date for such dividend or distribution, or the effective date of such subdivision or combination, as applicable;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such dividend or distribution, or the effective date of such subdivision or combination, as applicable; and
OS’	=	the number of shares of Common Stock outstanding immediately after the Ex-Dividend Date for such dividend or distribution, or the effective date of such subdivision or combination, as applicable.

     Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Ex-Dividend Date for such dividend or distribution for such dividend or distribution, or the effective date of such subdivision or combination, as applicable. If any dividend or distribution of the type described in this Section 7.03(a) is declared but not so paid or made, or the outstanding Common Stock is not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared.

     (b) If the Issuer shall issue to all holders of its outstanding Common Stock rights, warrants or convertible securities entitling them (for a period expiring within 60 calendar days after the issuance thereof) to purchase Common Stock at a price per share less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be adjusted based on the following formula:

     

     where,

CR₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such issuance;

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CR’	=	the Conversion Rate in effect immediately after the Ex-Dividend Date for such issuance;
OS0	=	the number of shares Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuance;
X	=	the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and
Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, warrants or convertible securities divided by the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Record Date (or, if earlier, the Ex-Dividend Date) for the issuance of such rights, warrants or convertible securities.

     Such adjustment shall be successively made whenever any such rights, warrants or convertible securities are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date (or, if earlier, the Ex-Dividend Date). If such rights, warrants or convertible securities are not so exercised prior to their expiration, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such Record Date for such issuance had not been fixed.

     In determining whether any rights, warrants or convertible securities entitle the holders to purchase Common Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Issuer for such rights, warrants or convertible securities and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

     (c) If the Issuer shall, by dividend or otherwise, distribute to all holders of its Common Stock, capital stock, evidences of its indebtedness or other of its assets or property (including cash and any combination of the foregoing, but excluding dividends, distributions, rights and warrants covered by Section 7.03(a), Section 7.03(b) or Section 7.03(d) and distributions described below in this paragraph (c) with respect to Spin-Offs) (any of such shares of beneficial interest, indebtedness, or other asset or property hereinafter in this Section 7.03(c) called the “Distributed Property”), then, in each such case the Conversion Rate shall be adjusted based on the following formula:

     

     where,

CR0	=	the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution;
CR’	=	the Conversion Rate in effect immediately after the Ex-Dividend Date for such distribution;

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SP0	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Record Date for such distribution (or, if earlier, the Ex-Dividend Date); and
FMV	=	the fair market value (as determined in good faith by the Board of Directors) of the Distributed Property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution (or, if earlier, the Ex-Dividend Date).

     Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date (or, if earlier, the Ex-Dividend Date); provided that if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP₀ as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive, for each $1,000 principal amount of Notes upon conversion, the amount of Distributed Property such Noteholder would have received had such Noteholder owned a number of shares of Common Stock equal to the Conversion Rate on the Record Date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 7.03(c) by reference to the actual or when-issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in determining SP₀ above.

     With respect to an adjustment pursuant to this Section 7.03(c) where there has been a payment of a dividend or other distribution on the Common Stock of the Issuer, or on any class or series of stock of or similar equity interest in or relating to a Subsidiary or other business unit thereof (a “Spin-Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the Record Date fixed for determination of shareholders entitled to receive the distribution will be increased based on the following formula:

     

     where,

CR0	=	the Conversion Rate in effect immediately prior to the effective date of this adjustment;
CR’	=	the Conversion Rate in effect immediately after the effective date of this adjustment;
FMV0	=	the average of the Closing Sale Prices of capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off; and
MP0	=	the average of the Closing Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off.

     Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off; provided that in respect of any conversion within the 10 Trading Days following the effective date of any Spin-Off, references within this paragraph (c) to “10 consecutive Trading Day” shall

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be deemed replaced with such lesser number of Trading Days as have elapsed between the effective date of such Spin-Off and the Conversion Date in determining the applicable Conversion Rate.

     Rights or warrants distributed by the Issuer to all holders of Common Stock, entitling the holders thereof to subscribe for or purchase shares of the Issuer’s equity interests, including Common Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 7.03(c) (and no adjustment to the Conversion Rate under this Section 7.03(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 7.03(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Ninth Supplemental Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 7.03 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

     For purposes of this Section 7.03(c), Section 7.03(a) and Section 7.03(b), any dividend or distribution to which this Section 7.03(c) is applicable that also includes Common Stock to which Section 7.03(a) applies or rights or warrants to subscribe for or purchase Common Stock to which Section 7.03(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of equity interests other than such Common Stock or rights or warrants to which Section 7.03(c) applies (and any Conversion Rate adjustment required by this Section 7.03(c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 7.03(a) and Section 7.03(b) with respect to such dividend or distribution shall then be made), except (A) the Record Date of such dividend or distribution shall be substituted as “the Record Date” and “the date fixed for such determination” within the meaning of Section 7.03(a) and Section 7.03(b) and (B) any Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to such event” within the meaning of Section 7.03(a).

     (d) If the Issuer shall pay a dividend or make a distribution consisting exclusively of cash to all holders of its Common Stock to the extent that the aggregate of all such cash dividends or distributions paid in any calendar quarter (including such cash dividend or distributions) exceeds the Dividend Threshold Amount for such quarter, the Conversion Rate shall be adjusted based on the following formula:

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     where,

CR0	=	the Conversion Rate in effect immediately prior to the Record Date for such distribution;
CR’	=	the Conversion Rate in effect immediately after the Record Date for such distribution;
SP0	=	the average of the Closing Sale Prices of the Common Stock over the period of 10 consecutive Trading Days ending on the Business Day immediately preceding the Record Date for such distribution (or, if earlier, the Ex-Dividend Date relating to such distribution);
T	=	the dividend threshold amount (“Dividend Threshold Amount”), which amount shall initially be $0.375 per share of Common Stock and which shall be appropriately adjusted from time to time for any share dividends on, or subdivisions or combinations of, or any merger, consolidation, reclassification of or other transactions relating to, the Common Stock in each case where the number of outstanding shares of Common Stock increases or decreases, or is exchanged or converted into a greater or lesser number of securities; provided that if a Conversion Rate adjustment is required to be made as a result of a distribution that is not a quarterly dividend either in whole or in part, the Dividend Threshold Amount shall be deemed to be zero; and
C	=	the amount in cash per share that the Issuer distributes to holders of Common Stock.

     Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than SP₀ above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive upon conversion of a Note (or any portion thereof) the amount of cash such Noteholder would have received had such Noteholder owned a number of shares equal to the Conversion Rate on the Record Date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

     For the avoidance of doubt, for purposes of this Section 7.03(d), in the event of any reclassification of the Common Stock, as a result of which the Notes become convertible into more than one class of Common Stock, if an adjustment to the Conversion Rate is required pursuant to this Section 7.03(d), references in this Section to one share of Common Stock or Closing Sale Price of one share of Common Stock shall be deemed to refer to a unit or to the price of a unit consisting of the number of shares of each class of Common Stock into which the Notes are then convertible equal to the number of shares of such class issued in respect of one share of Common Stock in such reclassification. The above provisions of this paragraph shall similarly apply to successive reclassifications.

     (e) If the Issuer or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for all or any portion of the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges

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may be made pursuant to such tender or exchange offer (as it may be amended), the Conversion Rate shall be increased based on the following formula:

     

     where,

CR0	=	the Conversion Rate in effect on the date such tender or exchange offer expires;
CR’	=	the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;
OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires; and
SP’	=	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

     If, however, the application of the foregoing formula (including as adjusted by the next succeeding sentence) would result in a decrease in the Conversion Rate, no adjustment will be made. Such adjustment shall occur on the tenth Trading Day from, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; provided that in respect of any conversion within the 10 Trading Days following the Trading Day next succeeding the date such tender offer or exchange offer expires, the reference within this paragraph (e) to “10 consecutive Trading Days” shall be deemed replaced with such lower number of Trading Days as have elapsed between the Trading Day next succeeding the date such tender offer or exchange offer expires and the Conversion Date in determining the applicable Conversion Rate.

     If the Issuer is obligated to purchase shares pursuant to any such tender or exchange offer, but the Issuer is permanently prevented by applicable law from effecting all or any such purchases or all or any portion of such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had only been made in respect of the purchases that had been effected.

     (f) In addition to the adjustments required by clauses (a), (b), (c), (d), and (e) of this Section 7.03, and to the extent permitted by applicable law and subject to the applicable rules of the New York Stock Exchange, the Issuer from time to time may increase the Conversion Rate by any amount for a period of at least 20 days if the Board of Directors determines that such increase would be in the Issuer’s best interest. In addition, the Issuer may also (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with any dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Issuer shall mail to

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the Holder of each Note at his last address appearing on the Security Register a notice of the increase at least five calendar days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

     (g) All calculations and other determinations under this Article 7 shall be made by the Issuer and shall be made to the nearest cent or to the nearest 0.001 of a share, as the case may be.

     (h) No adjustment shall be made for the Issuer’s issuance of Common Stock or any securities convertible into or exchangeable for Common Stock, or the right to purchase Common Stock or such convertible or exchangeable securities, other than as provided in this Section 7.03.

     (i) No adjustment shall be made to the Conversion Rate unless such adjustment would require a change of at least 1% in the Conversion Rate then in effect at such time. The Issuer shall carry forward any adjustments that are less than 1% of the Conversion Rate and take into account any such carried forward amount in any future adjustments and upon any call of the Notes for redemption.

     (j) Whenever the Conversion Rate is adjusted as herein provided, the Issuer shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. The Trustee and Conversion Agent may conclusively rely on the accuracy of the Conversion Rate adjustment provided by the Issuer. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Issuer shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Note at his last address appearing on the Security Register, within 30 calendar days of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

     (k) For purposes of this Section 7.03, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuer, if any, but shall include shares issuable in respect of strip certificates issued in lieu of fractional shares of Common Stock.

     Section 7.04. Sufficient Shares To Be Delivered. To the extent the Issuer elects to deliver Common Stock, and subject to Section 7.02(k), the Issuer shall provide, free from preemptive rights, sufficient Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion.

     Section 7.05. Effect Of Reclassification, Consolidation, Merger Or Sale. If any of the following events occur, namely (i) any reclassification of the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation, merger or combination of the Issuer with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Issuer to any other Person, in either case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then:

     (a) the Issuer shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing for the conversion and settlement of the

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Notes as set forth in this Ninth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article, and the Trustee may conclusively rely on the determination by the Issuer of the equivalency of such adjustments.

     If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the repurchase rights set forth in Article 8 herein.

     In the event the Issuer shall execute a supplemental indenture pursuant to this Section 7.05, the Issuer shall file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders.

     (b) Notwithstanding the provisions of Section 7.02(a) and Section 7.02(b), and subject to the provisions of Section 7.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 7.02(a) or Section 7.02(b), as applicable. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Issuer shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Noteholder to convert its Notes in accordance with the provisions of this Article 7 prior to the effective time of such Merger Event.

     (c) The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at his address appearing on the Security Register, within 30 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

     (d) The above provisions of this Section shall similarly apply to successive Merger Events.

     Section 7.06. Certain Covenants. The Issuer covenants that all Common Stock delivered upon conversion of Notes will be fully paid and non-assessable by the Issuer and free from all taxes, liens and changes with respect to the issue thereof.

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     Section 7.07. Responsibility Of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Issuer to transfer or deliver any Common Stock or certificates therefor or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article.

     Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article 6 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

     Section 7.08. Notice To Noteholders Prior To Certain Actions.

     In case:

     (a) the Issuer shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 7.03;

     (b) the Issuer shall authorize the granting to all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants;

     (c) of any reclassification of the Common Stock (other than a subdivision or combination of outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Issuer is a party and for which approval of any shareholders of the Issuer is required, or of the sale or transfer of all or substantially all of the assets of the Issuer; or

     (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Issuer,

     the Issuer shall cause to be filed with the Trustee and to be mailed to each Noteholder at his address appearing on the Security Register as promptly as possible but in any event at least 25 scheduled Trading Days prior to the applicable date specified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to conversion their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to

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give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.

     Section 7.09. Shareholder Rights Plans. Upon conversion of the Notes, the Noteholders shall receive, in addition to any Common Stock issuable upon such conversion, the associated rights issued under any shareholder rights plan that the Issuer adopts. If, and only if, the Noteholders receive rights under such shareholder rights plans as described in the preceding sentence upon conversion of their Notes, then no other adjustment pursuant to this Article 7 shall be made in connection with such shareholder rights plans.

     Section 7.10. Ownership Limit. Notwithstanding any other provision of this Ninth Supplemental Indenture or the Notes, no Noteholder shall be entitled to convert such Notes for shares of Common Stock to the extent that receipt of such shares would cause such Noteholder (together with such Noteholder’s affiliates) to exceed the applicable ownership limit contained in the articles of incorporation of the Issuer as then in effect.

ARTICLE 8
Repurchase Of Notes At Option Of Holders

     Section 8.01. Repurchase Of Notes At Option Of The Noteholder On Specified Dates.

     (a) The provisions of Article XIII of the Original Indenture shall not be applicable to the Notes. This Article 8 shall apply in lieu thereof.

     (b) At the option of the Holder thereof, Notes shall be repurchased by the Issuer in accordance with the provisions of the Notes on June 17, 2013, June 15, 2018 or June 15, 2023 (each, a “Put Right Repurchase Date”) at a repurchase price per Note equal to 100% of the aggregate principal amount of the Notes being repurchased, together with any accrued and unpaid interest up to, but not including, such Put Right Repurchase Date (the “Put Right Repurchase Price”).

     Repurchases of Notes by the Issuer pursuant to this Section 8.01 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Trustee (or other Paying Agent appointed by the Issuer) by the Noteholder of a written notice of purchase (a “Put Right Repurchase Notice”) in the form set forth on the reverse of the Note at any time from the opening of business on the date that is 25 Business Days prior to the applicable Put Right Repurchase Date until the Close of Business on the fifth Business Day prior to such Put Right Repurchase Date stating:

     (A) if certificated, the certificate numbers of the Notes to be delivered for repurchase;

     (B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (C) that the Notes are to be repurchased as of the applicable Put Right Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Ninth Supplemental Indenture; and

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     (ii) delivery of such Note to the Paying Agent prior to, on or after the Put Right Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Noteholder of the Put Right Repurchase Price therefor, which shall be so paid pursuant to this Section 8.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Repurchase Notice, as determined by the Issuer.

     The Issuer shall repurchase from the Holder thereof, pursuant to this Section 8.01, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Ninth Supplemental Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

     Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 8.01 shall be consummated by the delivery of the consideration to be received by the Noteholder promptly following the later of the Put Right Repurchase Date and the time of delivery of the Note.

     The Trustee (or other Paying Agent appointed by the Issuer) shall promptly notify the Issuer of the receipt by it of any Put Right Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 8.01(e).

     Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.

     (c) In connection with any purchase of Notes pursuant to this Section 8.01, the Issuer shall give written notice of the Put Right Repurchase Date to the Noteholders (the “Issuer Put Right Notice”).

     The Issuer Put Right Notice shall be sent by first-class mail to the Trustee and to each Noteholder (and to each beneficial owner as required by applicable law) on or before 25 Business Days prior to the applicable Put Right Repurchase Date (the “Issuer Put Right Notice Date”). Simultaneously with providing such Issuer Put Right Notice, the Issuer shall disseminate a press release through Dow Jones & Company, Inc., Bloomberg Business News or PR Newswire containing the information included therein or publish such information in a newspaper of general circulation in The City of New York or publish such information on the Issuer’s website or through such other public medium as the Issuer may use at such time. Each Issuer Put Right Notice shall include a form of Put Right Repurchase Notice to be completed by a Noteholder and shall state:

     (i) the Put Right Repurchase Price and the Conversion Price;

     (ii) the name and address of the Paying Agent and the Conversion Agent;

     (iii) that Notes as to which a Put Right Repurchase Notice has been given may be converted in accordance with Article 7 only if the applicable Put Right Repurchase Notice has been withdrawn in accordance with the terms of this Ninth Supplemental Indenture;

     (iv) that Notes must be surrendered to the Paying Agent to collect payment;

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     (v) that the Put Right Repurchase Price for any Note as to which a Put Right Repurchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Repurchase Date and the time of surrender of such Note as described in subclause (iv) above;

     (vi) the procedures the Noteholder must follow to exercise rights under this Section;

     (vii) the procedures for withdrawing a Put Right Repurchase Notice (including pursuant to the terms of Section 8.01(e));

     (viii) that, unless the Issuer defaults in making payment on Notes for which a Put Right Repurchase Notice has been submitted, interest on the Notes in respect of which a Put Right Repurchase Notice has been delivered and not withdrawn will accrue to, but not include, the Put Right Repurchase Date; and

     (ix) the CUSIP number of the Notes.

     If any of the Notes are to be redeemed in the form of a Global Note, the Issuer shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemptions.

     At the Issuer’s request, the Trustee shall give such Issuer Put Right Notice in the Issuer’s name and at the Issuer’s expense; provided, however, that, in all cases, the text of such Issuer Put Right Notice shall be prepared by the Issuer.

     (d) Upon receipt by the Trustee (or other Paying Agent appointed by the Issuer) of the Put Right Repurchase Notice specified in Section 8.01(b)(i), the Holder of the Note in respect of which such Put Right Repurchase Notice was given shall (unless such Put Right Repurchase Notice is withdrawn as specified in Section 8.01(e)) thereafter be entitled to receive solely the Put Right Repurchase Price with respect to such Note. Such Put Right Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Repurchase Date with respect to such Note (provided the conditions in Section 8.01(b) have been satisfied) and (y) the time of delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 8.01(b)(i). Notes in respect of which a Put Right Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 8 on or after the date of the delivery of such Put Right Repurchase Notice, unless such Put Right Repurchase Notice has first been validly withdrawn as specified in Section 8.01(e).

     (e) A Put Right Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Put Right Repurchase Notice at any time prior to 10:00 a.m. (New York City time) on the Business Day prior to the Put Right Repurchase Date specifying:

     (i) The name of the holder;

     (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes;

     (iii) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; and

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     (iv) the principal amount, if any, of such Notes that remains subject to the original Put Right Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

     provided, however, that if the Notes are not in certificated form, the notice must comply with appropriate procedures of the Depositary.

     A written notice of withdrawal of a Put Right Repurchase Notice shall be in the form set forth in the preceding paragraph.

     Upon receipt of a written notice of withdrawal, the Paying Agent shall promptly return to the Holders thereof any Notes in respect of which a Put Right Repurchase Notice has been withdrawn in accordance with the provisions of this Section 8.01(e).

     (f) There shall be no repurchase of any Notes pursuant to this Section 8.01. if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Notes, of the required Put Right Repurchase Notice) and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the Put Right Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes held by it during the continuance of an Event of Default with respect to Notes (other than a default in the payment of the Put Right Repurchase Price with respect to such Notes), in which case, upon such return, the Put Right Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

     (g) Prior to 2:00 p.m. (New York City time) on the Put Right Repurchase Date, the Issuer shall deposit with the Trustee (or other Paying Agent appointed by the Issuer or if the Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust in accordance with the terms of the Original Indenture as modified by this Ninth Supplemental Indenture) an amount (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Put Right Repurchase Price of all the Notes or portions thereof which are to be purchased as of the Put Right Repurchase Date. The manner in which the deposit required by this Section 8.01 (g) is made by the Issuer shall be at the option of the Issuer; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Put Right Repurchase Date.

     If the Trustee (or other Paying Agent appointed by the Issuer) holds, in accordance with the terms hereof, money sufficient to pay the Put Right Repurchase Price of any Note, then, on the Put Right Repurchase Date, such Note will cease to be Outstanding, interest on such Notes will cease to accrue and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Repurchase Price as aforesaid).

     To the extent that the aggregate amount of cash deposited by the Issuer pursuant to this Section 8.1 (g) exceeds the aggregate Put Right Repurchase Price of the Notes or portions thereof that the Issuer is obligated to purchase, then promptly after the Put Right Repurchase Date, but in no event later than one Business Day after such date, the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Issuer.

     (h) To the extent legally required in connection with a repurchase of Notes under this Section 8.01, the Issuer will comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and will file a Schedule TO or any other schedule required under the Exchange Act.

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     (i) The Issuer may arrange for a third party to purchase any Notes for which it receives a Put Right Repurchase Notice in accordance with Section 8.01(b) above that is not withdrawn pursuant to Section 8.01(e). If a third party purchases any Notes, interest will continue to accrue on such Notes and the Notes will continue to be Outstanding after the Put Right Repurchase Date and will be fungible with all other Notes then Outstanding.

     Section 8.02. Repurchase At Option Of Noteholders Upon A Fundamental Change.

     (a) If a Fundamental Change occurs at any time, then each Noteholder shall have the right, at such Noteholder’s option, to require the Issuer to repurchase all of such Noteholder’s Notes or any portion thereof that is a multiple of $1,000 principal amount, for cash on the date (the “Fundamental Change Repurchase Date”) specified by the Issuer that is not less than 15 days and not more than 30 days after the date of the Fundamental Change Issuer Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”).

     Repurchases of Notes under this Section 8.02 shall be made, at the option of the Holder thereof, upon:

     (i) delivery to the Trustee (or other Paying Agent appointed by the Issuer) by a Noteholder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note prior to 10:00 a.m., (New York City time) on the Business Day prior to the Fundamental Change Repurchase Date; and

     (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Issuer) at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Issuer), such delivery being a condition to receipt by the Noteholder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 8.02 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Issuer) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice. The Fundamental Change Repurchase Notice shall state:

     (A) if certificated, the certificate numbers of Notes to be delivered for repurchase;

     (B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

     (C) that the Notes are to be repurchased by the Issuer pursuant to the applicable provisions of the Notes and this Ninth Supplemental Indenture.

     Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 8.02 shall be consummated by the delivery of the consideration to be received by the Noteholder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Note.

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     The Trustee (or other Paying Agent appointed by the Issuer) shall promptly notify the Issuer of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof in accordance with the provisions of Section 8.02(c).

     Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.

     (b) On or before the twentieth day after the occurrence of any Fundamental Change, the Issuer shall provide to all Noteholders of record and the Trustee and Paying Agent a notice (the “Fundamental Change Issuer Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Noteholders arising as a result thereof. Such mailing shall be by first-class mail. Simultaneously with providing such Fundamental Change Issuer Notice, the Issuer shall disseminate a press release through Dow Jones & Company, Inc., Bloomberg Business News or PR Newswire containing the information included therein or publish such information in a newspaper of general circulation in The City of New York or publish such information on the Issuer’s web site or through such other public medium as the Issuer may use at such time.

     Each Fundamental Change Issuer Notice shall specify:

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) that the Noteholder must exercise the repurchase right by delivering to the Trustee on or prior to 10:00 a.m. (New York City time), on the Business Day prior to the Fundamental Change Repurchase Date the Fundamental Change Repurchase Notice;

     (iv) the Fundamental Change Repurchase Price;

     (v) the Fundamental Change Repurchase Date;

     (vi) the name and address of the Paying Agent and the Conversion Agent;

     (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

     (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Noteholder may be converted only if the Noteholder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Ninth Supplemental Indenture; and

     (ix) the procedures that Noteholders must follow to require the Issuer to repurchase their Notes.

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     No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 8.02.

     (c) A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Issuer Notice at any time prior to 10:00 a.m. (New York City time) on the Business Day prior to the Fundamental Change Repurchase Date, specifying:

     (i) The name of the holder;

     (ii) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted;

     (iii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and

     (iv) the principal amount, if any, of such Notes that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

     provided, however, that if the Notes are not in certificated form, the notice must comply with appropriate procedures of the Depositary.

     (d) On or prior to 2:00 p.m. (New York City time) on the second Business Day following the Fundamental Change Repurchase Date, the Issuer shall deposit with the Trustee (or other Paying Agent appointed by the Issuer or if the Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust in accordance with the Original Indenture) an amount of money sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date at the Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Issuer), payment for Notes surrendered for repurchase (and not withdrawn) prior to the Close of Business on the Fundamental Change Repurchase Date will be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the Noteholder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in Section 8.02), and (y) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Issuer) by the Holder thereof in the manner required by Section 8.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Security Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Issuer, but in no event later than one Business Day after the receipt of such written demand, return to the Issuer any funds in excess of the Fundamental Change Repurchase Price.

     (e) If the Trustee (or other Paying Agent appointed by the Issuer) holds money or securities sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes or portions thereof that are to be purchased as of the second Business Day following the Fundamental Change Repurchase Date, then on and after the Fundamental Change Repurchase Date (i) such Notes will cease to be Outstanding, (ii) interest will cease to accrue on such Notes, and (iii) all other rights of the Holders of such Notes will terminate, whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent, other than the right to receive the Fundamental Change Repurchase Price upon delivery of the Notes.

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     (f) To the extent legally required in connection with a repurchase of Notes under this Section 8.02, the Issuer will comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and will file a Schedule TO or any other schedule required under the Exchange Act.

     (g) The Issuer may arrange for a third party to purchase any Notes for which it receives a Fundamental Change Repurchase Notice in accordance with Section 8.02(a) that is not withdrawn pursuant to Section 8.02(c). If a third party purchases any Notes, interest will continue to accrue on such Notes and the Notes will continue to be Outstanding after the Fundamental Change Repurchase Date and will be fungible with all other Notes then Outstanding.

ARTICLE 9
Consolidation, Merger, Sale, Lease Or Conveyance

     Section 9.01. Certain Conditions. The Issuer may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entity, provided that in each case, the Issuer shall meet the conditions set forth in Section 8.1 of the Original Indenture and, in addition, (a) the successor entity (if not the Company), or the entity to whom all or substantially all the Issuer’s assets are sold or leased, is organized in the U.S. or any political subdivision thereof and (b) as a result of such transaction, if the Notes become convertible into common stock or other securities issued by a third party, and such third party assumes or fully and unconditionally guarantees all obligations under the Notes and this Ninth Supplemental Indenture.

ARTICLE 10
Miscellaneous Provisions

     Section 10.01. Ratification Of Original Indenture. Except as expressly modified or amended hereby, the Original Indenture, as modified by any supplemental indenture entered into prior to the date hereof (which are not applicable to the Notes), continues in full force and effect and is in all respects confirmed, ratified and preserved.

     Section 10.02. Provisions Binding On Issuer’s Successors. All the covenants, stipulations, promises and agreements of the Issuer contained in this Ninth Supplemental Indenture shall bind its successors and assigns whether so expressed or not.

     Section 10.03. Official Acts By Successor Corporation. Any act or proceeding by any provision of this Ninth Supplemental Indenture authorized or required to be done or performed by any board, committee, trustee or officer of the Issuer shall and may be done and performed with like force and effect by the like board, committee, trustee or officer of any corporation, trust or other entity that shall at the time be the lawful sole successor of the Issuer.

     Section 10.04. Governing Law. THIS NINTH SUPPLEMENTAL INDENTURE AND EACH NOTE ISSUED PURSUANT HERETO 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 THE STATE OF NEW YORK.

     Section 10.05. Evidence Of Compliance With Conditions Precedent; Certificates And Opinions Of Counsel To Trustee. Upon any application or demand by the Issuer to the Trustee to take any action

- 33 -

under any of the provisions of the Original Indenture or this Ninth Supplemental Indenture, except for the written demand required pursuant to Section 8.02(d) hereof, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in the Original Indenture or this Ninth Supplemental Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     Each certificate or opinion provided for by or on behalf of the Issuer in the Original Indenture or this Ninth Supplemental Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the Original Indenture or this Ninth Supplemental Indenture shall include (i) a statement that the person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

     Section 10.06. Non Business Day. Section 1.12 of the Original Indenture shall also apply to any Fundamental Change Repurchase Date, Put Right Repurchase Date or Conversion Date in respect of the Notes.

     Section 10.07. No Security Interest Created. Nothing in the Original Indenture or this Ninth Supplemental Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

     Section 10.08. Benefits Of Indenture. Nothing in this Ninth Supplemental Indenture or in the Notes, expressed or implied, shall give to any person, other than the parties hereto, any Paying Agent, any Authenticating Agent, any Security Registrar and their successors hereunder, the Noteholders, any benefit or any legal or equitable right, remedy or claim under the Original Indenture or this Ninth Supplemental Indenture.

     Section 10.09. Table Of Contents, Headings, Etc.. The table of contents and the titles and headings of the articles and sections of this Ninth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

     Section 10.10. Execution In Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

     Section 10.11. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture. The statements and recitals herein are deemed to be those of the Issuer and not of the Trustee.

     Section 10.12. Further Instruments And Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of the Original Indenture or this Ninth Supplemental Indenture.

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     Section 10.13. Waiver Of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE ORIGINAL INDENTURE OR THIS NINTH SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 10.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 10.15. Calculations. Except as explicitly specified otherwise in the Original Indenture or the Ninth Supplemental Indenture, the Issuer shall be responsible for making all calculations required under the Note. The Issuer shall make all such calculations in good faith and, absent manifest error, such calculations shall be final and binding on Noteholders. The Issuer shall provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee shall forward the Issuer’s calculations to any Noteholder upon request of such Noteholder.

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     IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the date first written above.

Very truly yours,
NATIONAL RETAIL PROPERTIES, INC.
By: Name: Title:	Kevin B. Habicht Executive Vice President, Chief Financial Officer, Assistant Secretary, and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee, as aforesaid
By:

SCHEDULE A

	Effective Price
Effective Date	$21.91	$23.00	$25.00	$27.00	$29.00	$31.00	$33.00	$35.00
March 4, 2008	6.2954	5.0430	3.1972	1.8709	0.9502	0.3519	0.0386	0.0000
June 15, 2009	6.2954	5.2951	3.3703	1.9850	1.0170	0.3803	0.0401	0.0000
June 15, 2010	6.2954	5.4004	3.4101	1.9893	1.0061	0.3676	0.0339	0.0000
June 15, 2011	6.2954	5.3677	3.3029	1.8584	0.8849	0.2781	0.0000	0.0000
June 15, 2012	6.2954	5.0521	2.8753	1.4354	0.5452	0.0776	0.0000	0.0000
June 17, 2013	6.2954	4.1324	0.6962	0.0000	0.0000	0.0000	0.0000	0.0000

EX-4.2

Exhibit 4.2

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY,” WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE ISSUER 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.

NATIONAL RETAIL PROPERTIES, INC.
5.125 % CONVERTIBLE SENIOR NOTES DUE 2028

CUSIP No.: 637417 AC0

ISIN: US637417AC02

$220,000,000

     National Retail Properties, Inc., a corporation organized under the laws of the state of Maryland (herein called the “Issuer,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of Two Hundred Twenty Million DOLLARS ($220,000,000), or such lesser amount as is set forth in the Schedule of Increases or Decreases in Notes on the other side of this Note, on June 15, 2028 at the office or agency of the Issuer maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, unless earlier (1) redeemed by the Issuer at its option or repurchased by the Issuer at the option of the Holder of this Note at certain times or (2) converted by the Holder of this Note, and to pay interest, semi-annually on June 15 and December 15 of each year, commencing June 15, 2008, on said principal sum at said office or agency, in like coin or currency, at the rate per annum of 5.125%, from the June 15 or December 15, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless no interest has been paid or duly provided for on the Notes, in which case from March 4, 2008 until payment of said principal sum has been made or duly provided for. The Issuer shall pay interest on any Notes in certificated form at its option by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto to the address of such Person as it appears on the Security Register or (2) transfer to an account maintained by such Person located inside the United States.

     Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert this Note into cash and, if applicable, shares of Common Stock, cash or a combination thereof, as the case may be, at the election of the Issuer, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture.

     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

     Dated: March 4, 2008

NATIONAL RETAIL PROPERTIES, INC.
By: Name:	Kevin B. Habicht
Title:	Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes described in the within-named Indenture.

     Dated: March 4, 2008

U.S. BANK NATIONAL ASSOCIATION,      as Trustee
By:
	Authorized Signatory

REVERSE SIDE OF NOTE

NATIONAL RETAIL PROPERTIES, INC.
5.125% CONVERTIBLE SENIOR NOTES DUE 2028

     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.125% Convertible Senior Notes due 2028 (herein called the “Notes”), issued under and pursuant to an Indenture dated as of March 25, 1998 (herein called the “Original Indenture”) and supplemented by a Ninth Supplemental Indenture dated as of March 4, 2008 (herein called the “Ninth Supplemental Indenture”, and collectively herein called the “Indenture”), between the Issuer and U.S. Bank National Association (successor to Wachovia Bank, National Association (formerly First Union National Bank)), as trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Notes. Defined terms used but not otherwise defined in this Note shall have the respective meanings ascribed thereto in the Indenture.

     If an Event of Default occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, and, upon said declaration the same shall be immediately due and payable.

     The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 9.1 of the Original Indenture and Section 6.02 of the Ninth Supplemental Indenture. Subject to the provisions of the Indenture, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default, subject to exceptions set forth in the Indenture.

     No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, on and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

     Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

     The Notes are issuable in fully registered form, without coupons, in denominations of $1,000 principal amount and any multiple of $1,000 at the office or agency of the Issuer referred to on the face hereof, and in the manner and subject to the

limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration or exchange of Notes. Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.

     The Issuer shall have the right to redeem the Notes under certain circumstances as set forth in Article 3 of the Ninth Supplemental Indenture.

     The Notes are not subject to redemption through the operation of any sinking fund.

     Upon the occurrence of a Fundamental Change, Holders of Notes shall have the right to require the Issuer to repurchase all or a portion of their Notes pursuant to Section 8.02 of the Ninth Supplemental Indenture.

     On each of June 17, 2013, June 15, 2018, and June 15, 2023, Holders of Notes shall have the right to require the Issuer to repurchase all or a portion of their Notes pursuant to Section 8.01(b) of the Ninth Supplemental Indenture.

     Subject to and in compliance with the provisions of the Indenture, the Holder hereof shall have the right to convert each $1,000 principal amount of this Note into cash and, if applicable, shares of Common Stock, cash or a combination thereof, as the case may be, at the election of the Issuer, with an aggregate value equal to the Conversion Obligation.

     In the event the Holder surrenders this Note for conversion in connection with a Fundamental Change occurring on or prior to June 17, 2013, the Issuer will increase the Conversion Rate by the Additional Shares as and when provided in the Indenture.

     As expressly provided in Section 1.13 of the Original Indenture, no recourse under or upon any obligation, covenant or agreement contained in the Indenture, or in this Note, or because of any indebtedness evidenced thereby, shall be had against any past, present or future stockholder, employee, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer 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 Note by the Holders and as part of the consideration for the issue of this Note.

ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN-COM	as tenants in common	UNIF GIFT MIN ACT -
		Custodian
TEN-ENT	as tenant by the entireties	(Cust) (Minor)
JT-TEN	as joint tenants with right of survivorship and not under Uniform Gifts to Minors Act
	as tenants in common	(State)

     Additional abbreviations may also be used though not in the above list.

CONVERSION NOTICE

TO: NATIONAL RETAIL PROPERTIES, INC.
U.S. BANK NATIONAL ASSOCIATION, as Trustee

     The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into cash and, if applicable, shares of Common Stock, cash, or a combination thereof, as the case may be, at the election of the Issuer, in accordance with the terms of the Indenture referred to in this Note, and directs that the shares of Common Stock, if any, issuable and deliverable upon such exchange, together with any check in payment for cash, if any, payable upon exchange or for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

Dated:                                         

                                                            
Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Security
Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in
addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as
amended.

                                                            
Signature Guarantee

     Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be made, other than to and in the name of the registered holder:

Please print name and address

                                                            
(Name)

                                                            
(Street Address)

                                                            
(City, State and Zip Code)

Principal amount to be exchanged
(if less than all):

$                                                            

Social Security or Other Taxpayer
Identification Number:

NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

REPURCHASE NOTICE

TO: NATIONAL RETAIL PROPERTIES, INC.
U.S. BANK NATIONAL ASSOCIATION

     The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from National Retail Properties, Inc. (the “Issuer”) regarding the right of Holders to elect to require the Issuer to repurchase the Notes and requests and instructs the Issuer to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in cash, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Put Right Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Issuer as of the Put Right Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, pursuant to the terms and conditions specified in the Indenture.

     NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable):

     Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples thereof):                                                              

Social Security or Other Taxpayer Identification Number:                                          

Dated:                                          

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Signature Guarantee

ASSIGNMENT

     For value received                                                                hereby sell(s) assign(s) and transfer(s) unto                                                    (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints                                                                attorney to transfer said Note on the books of the Issuer, with full power of substitution in the premises.

Dated:                     

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Signature Guarantee

NOTICE: The signature on this Assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

SCHEDULE OF INCREASES OR DECREASES IN NOTE

     The initial principal amount of this Global Note is Two Hundred Twenty Million DOLLARS ($220,000,000). The following increases or decreases in part of this Note have been made:

	Amount of	Amount of	Principal
	Increase in	Decrease in	Amount of this
	Principal	Principal	Note following	Signature of
	Amount of	Amount of	such Increase	Authorized Officer
Date	this Note	this Note	or Decrease	or Trustee

EX-5.1

Exhibit 5.1

February 27, 2008

National Retail Properties, Inc.
450 South Orange Avenue
Suite 900
Orlando, Florida 32801

Ladies and Gentlemen:

     We have acted as counsel to National Retail Properties, Inc., a Maryland corporation (the “Company”), in connection with the registration statement on Form S-3 (No. 333-132095), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), on February 28, 2006 (the “Registration Statement”). Pursuant to the Registration Statement, the Company proposes to issue and sell up to $253,000,000 aggregate principal amount of its 5.125% Convertible Senior Notes due 2028 (the “Notes”) and the shares of its common stock, par value $0.01 per share (the “Common Shares”), issuable upon conversion of the Notes to the public in accordance with the terms set forth in the prospectus supplement dated February 27, 2008 (the “Prospectus Supplement”) to the prospectus filed as part of the Registration Statement.

     For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to examination of copies of the following (each, a “Document,” and collectively, the “Documents”):

(i)	the First Amended and Restated Articles of Incorporation of the Company (the “Articles of Incorporation”) as certified by the Maryland State Department of Assessments and Taxation on February 25, 2008, and as certified to us by the Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer of the Company as of the date hereof;
(ii)	the Third Amended and Restated Bylaws, as amended (the “Bylaws”), of the Company as certified to us by the Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer of the Company as of the date hereof;
(iii)	the Indenture, dated March 25, 1998 entered into by the Company and U.S. Bank National Association (successor trustee to Wachovia Bank, National Association, which succeeded First Union National Bank) (the “Indenture”);

National Retail Properties, Inc.
February 27, 2008
Page 2

(iv)	the Ninth Supplemental Indenture to be dated as of March 4, 2008, to be entered into by the Company and U.S. Bank National Association (the “Supplemental Indenture”);
(v)	the Registration Statement;
(vi)	the Prospectus Supplement;
(vii)	resolutions of the Board of Directors of the Company adopted by unanimous written consent on February 23, 2006 and resolutions of the Pricing Committee of the Board of Directors of the Company adopted by unanimous written consent on February 27, 2008; and

     (viii) a certificate of the Executive Vice President, General Counsel and Secretary of the Company dated as of the date hereof.

     Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth below, we are of the opinion that:

     1. The Indenture represents a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) the enforceability of forum selection clauses in federal courts.

     2. The Supplemental Indenture, when duly executed and delivered by the parties thereto, will represent a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) the enforceability of forum selection clauses in federal courts.

     3. When issued, authenticated and delivered pursuant to the Indenture and the Supplemental Indenture, the Notes will represent valid and legally binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) the enforceability of forum selection clauses in federal courts.

     4. When issued upon conversion of the Notes, the Common Shares will be validly issued, fully paid and nonassessable.

National Retail Properties, Inc.
February 27, 2008
Page 3

     For purposes of this opinion letter, we have not reviewed any documents other than the Documents. In particular, we have not reviewed any document (other than the Documents) that is referred to in or incorporated by reference into any Document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein.

     In connection with this opinion letter, we have considered such matters of law and fact as we, in our professional judgment, have deemed necessary or appropriate to render the opinions contained herein. In rendering this opinion letter, we have assumed without independent investigation: (i) that each entity (other than the Company) that is a party to any Document is, and has been at all times relevant to this opinion letter, duly formed or organized, validly existing and in good standing under the laws of the jurisdiction in which each is formed or organized; (ii) the due authorization, execution and delivery of each Document by each of the parties thereto (other than the Company); (iii) the completeness of all Documents; (iv) the genuineness of all signatures; (v) the legal capacity of all individuals who have executed any of the Documents; (vi) the authenticity of all Documents submitted to us as originals; (vii) the conformity to the original documents of all Documents submitted to us as certified, photostatic, reproduced, facsimile or conformed copies of valid existing agreements; (viii) the authenticity of all such latter Documents; and (ix) that the statements regarding matters of fact in any of the Documents that we have examined are accurate and complete. We have further assumed that there are no oral or written modifications or amendments to any of the Documents, and that the executed versions of the Documents are identical to any unexecuted forms or versions that we may have reviewed.

     Our opinions above are limited in all respects and for all purposes to the laws of the State of Maryland (excluding the securities laws and blue sky laws of the State of Maryland), and we express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Maryland laws and rules, regulations and orders thereunder that are currently in effect. In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property. The opinions set forth in this letter are limited to the matters and the transaction expressly addressed herein and no opinion is to be implied or may be inferred beyond the opinions expressly stated in this letter.

     We express no opinion as to the enforceability of any provisions contained in the Indenture, the Supplemental Indenture or the Notes that constitute waivers that are prohibited by law prior to default.

     We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus Supplement under the caption “Legal Matters.” The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Act, or within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

PILLSBURY WINTHROP SHAW PITTMAN LLP

EX-8.1

Exhibit 8.1

2300 N Street, N.W.	Tel 202.663.8000
Washington, D.C. 20037-1128	Fax 202.663.8007
	www.pillsburylaw.com

February 27, 2008

National Retail Properties, Inc.
450 South Orange Avenue
Suite 900
Orlando, FL 32801

Ladies and Gentlemen:

     In connection with the filing by National Retail Properties, Inc. (the “Company”) of a registration statement on Form S-3, including the prospectus, prospectus supplement, and all documents incorporated and deemed to be incorporated by reference therein (the “Registration Statement”) with the Securities and Exchange Commission, you have asked us to render an opinion with respect to the qualification of the Company as a real estate investment trust (“REIT”) under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).

     We have served as special counsel for the Company in connection with the filing of the Registration Statement and from time to time in the past have represented the Company on specific matters as requested by the Company. Specifically for the purpose of this opinion, we have examined and relied upon the following: copies of the Company’s Articles of Incorporation and any amendments thereto; the Registration Statement; copies of executed leases covering real property owned by the Company; the Form 10-K, as amended, filed on February 25, 2008; and the Company’s Form S-11 Registration Statement as filed with the Securities and Exchange Commission on August 15, 1984.

     We have not served as general counsel to the Company and have not been involved in decisions regarding the day-to-day operation of the Company and its properties. We have, however, discussed the mode of operation of the Company with its officers with a view to learning information relevant to the opinions expressed herein and have received and relied upon a certificate from the Company with respect to certain matters.

     We have discussed with management of the Company arrangements relating to the management of its properties, the relationships of the Company with tenants of such properties, and certain terms of leases of such properties to tenants, with a view to assuring that (i) at the close of each quarter of the taxable years covered by this opinion,

National Retail Properties, Inc.
February 27, 2008
Page 2

it met the asset composition requirements set forth in section 856(c)(4), (ii) with respect to years covered by this opinion, it satisfied the 95% and 75% gross income tests set forth in sections 856(c)(2) and (3), respectively, and (iii) with respect to tax years prior to 1998, it satisfied the 30% gross income test. We have further reviewed with management of the Company the requirements that the beneficial ownership of a REIT be held by 100 or more persons for at least 335/365ths of each taxable year and that a REIT must satisfy the diversity of ownership requirements of section 856(h) as such requirements existed in the years covered by this opinion, and we have been advised by management that at all times during the years covered by this opinion (and specifically on each record date for the payment of dividends during 1984 through the date hereof) the Company has maintained the records required by section 1.857-8 of the Treasury Regulations, that no later than January 30 of each year it sent the demand letters required by section 1.857-8(d) of the Treasury Regulations, and that the actual ownership of the Company shares was such that, to the best knowledge of its management (based upon responses to the aforesaid demands, any filing of a Schedule 13D or 13G under the Securities Exchange Act of 1934, as amended, or any other sources of information), the Company satisfied the applicable requirements of section 856(h). Further, we have examined various property leases and lease supplements relating to the properties that the Company owns, and although leases relating to certain properties that the Company owns have not been made available to us, the Company has represented with respect to such leases that they do conform in all material respects to a form of lease agreement provided to us. On the basis of discussions with management of the Company, we are not aware that the Company’s election to be a REIT has been terminated or challenged by the Internal Revenue Service or any other party, or that the Company has revoked its election to be a REIT for any such prior year so as to make the Company ineligible to qualify as a REIT for the years covered by this opinion.

     In rendering the opinions set forth herein, we are assuming that copies of documents examined by us are true copies of originals thereof and that the information concerning the Company set forth in the Company’s federal income tax returns, and in the Registration Statement, as well as the information provided to us by the Company’s management are true and correct. We have no reason to believe that such assumptions are not warranted.

     Based upon the foregoing, we are of the opinion that (i) the Company was a “real estate investment trust” as defined by section 856(a) for its taxable years ended December 31, 1984 through December 31, 2007, (ii) its current and proposed method of operation and ownership will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2008 and for all future taxable years, and (iii) the statements in the prospectus set forth under the caption

Pillsbury Winthrop Shaw Pittman LLP

National Retail Properties, Inc.
February 27, 2008
Page 3

“Federal Income Tax Considerations,” and in the prospectus supplement set forth under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to describe or summarize certain provisions of the agreements, statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects, and the discussion thereunder expresses the opinion of Pillsbury Winthrop Shaw Pittman LLP insofar as it relates to matters of United States federal income tax law and legal conclusions with regard to those matters. With respect to the 2008 year and all future years, however, we note that the Company’s status as a real estate investment trust at any time is dependent upon, among other things, its meeting the requirements of section 856 throughout the year and for the year as a whole.

     This opinion is based upon the existing provisions of the Code (or predecessor provisions, as applicable), rules and regulations (including proposed regulations) promulgated thereunder, and reported administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. This opinion is limited to the specific matters covered hereby and should not be interpreted to imply that the undersigned has offered its opinion on any other matter.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to Pillsbury Winthrop Shaw Pittman LLP under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not consider that we are ”experts,” within the meaning of the term used in the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise, or within the category of persons whose consent is required by Section 7 of the Act.

PILLSBURY WINTHROP SHAW PITTMAN LLP

/s/ Pillsbury Winthrop Shaw Pittman LLP

(53471)

Pillsbury Winthrop Shaw Pittman LLP