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): May 16, 2006

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-11290	56-1431377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 16, 2006, National Retail Properties, Inc. (the “Company”) completed the sale of its office properties located in the Pentagon City submarket of the Washington, DC metropolitan area (“DC Office Buildings”) to Brookfield Financial Properties, L.P., an affiliate of Brookfield Properties Corporation for $229,330,000, which includes the assumption of a $95,000,000 loan secured by the properties. The properties are leased to the United States of America and serve as the headquarters of the Transportation Security Administration under a lease that expires in 2014.

Item 7.01. Regulation FD Disclosure.

On May 16, 2006, National Retail Properties, Inc. (the “Company”) issued a press release announcing the sale of its office property described in Item 2.01 above. The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

INDEX TO PRO FORMA INFORMATION

	Page
Pro Forma (Unaudited) Condensed Consolidated Balance Sheet as of March 31, 2006	F-3
Pro Forma (Unaudited) Condensed Consolidated Statement of Earnings from Continuing Operations for the quarter ended March 31, 2006	F-4
Pro Forma (Unaudited) Condensed Consolidated Statement of Earnings from Continuing Operations for the year ended December 31, 2005	F-5
Notes and Management’s Assumptions to Unaudited Pro Forma Condensed Consolidated Financial Information	F-7

F-1

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2006, and the unaudited Pro Forma Condensed Consolidated Statements of Earnings from Continuing Operations for the quarter ended March 31, 2006, and for the year ended December 31, 2005, are based on the historical financial statements of the Company.

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2006, is presented as if the following transactions occurred on March 31, 2006: (i) disposition of the DC Office Buildings including the buyer’s assumption of the related mortgage payable, and (ii) the repayment of the Company’s credit facility with the proceeds from the disposition of the DC Office Buildings.

The historical balance sheet includes the 87 Investment Properties which were acquired between December 2005 and January 2006 for approximately $173 million, including closing costs. In addition, the historical amounts include the 21 Inventory Properties which were acquired in December 2005 for approximately $31 million, including closing costs.

The unaudited Pro Forma Condensed Consolidated Statements of Earnings from Continuing Operations for the quarter ended March 31, 2006, and for the year ended December 31, 2005, are presented as if the following transactions occurred on January 1, 2005 (i) the disposition of the DC Office Buildings, including the buyer’s assumption of the related mortgage payable, (ii) the acquisition of 87 Investment Properties and 21 Inventory Properties financed with the proceeds from the credit facility, and (iii) the repayment of the Company’s credit facility with the proceeds from the disposition of the DC Office Buildings. The unaudited pro forma information should be read in conjunction with the historical financial statements and notes related thereto appearing in the Company’s Form 10-K for the year ended December 31, 2005 and the Form 10-Q for the quarter ended March 31, 2006.

Preparation of the pro forma information was based on assumptions considered appropriate by the Company’s management. The pro forma financial information is unaudited and is not necessarily indicative of the results which would have occurred if the transactions described above had been consummated on January 1, 2005 for the Pro Forma Condensed Consolidated Statements of Earnings from Continuing Operations and on March 31, 2006 for the Pro Forma Condensed Consolidated Balance Sheet, nor does it purport to represent the future financial position and the results of operations for future periods. In management’s opinion, all adjustments necessary to reflect the effects of the transactions have been made.

F-2

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2006

(dollars in thousands, except per share data)

(unaudited)

	Historical			Pro Forma Adjustments			Pro Forma
ASSETS
Real estate, Investment Portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization and impairment	$	1,158,639	(A)	$	—		$	1,158,639
Accounted for using the direct financing method		89,803			—			89,803
Held for sale, net of impairment		164,129			(162,529	)(B)		1,600
Real estate, Inventory Portfolio, held for sale		151,878	(A)		—			151,878
Mortgages, notes and accrued interest receivable, net of allowance		51,981			—			51,981
Mortgage residual interests, net of impairment		47,438			—			47,438
Cash and cash equivalents		20,322			—			20,322
Restricted cash		30,549			—			30,549
Receivables, net of allowance		7,438			(221	)(B)		7,217
Accrued rental income, net of allowance		28,112			(1,776	)(B)		26,336
Debt costs, net of accumulated amortization		5,606			(169	)(B)		5,437
Other assets		20,450			(2,668	)(B)		17,782
Total assets	$	1,776,345		$	(167,363	)	$	1,608,982
LIABILITIES AND STOCKHOLDERS’ EQUITY
Line of credit payable	$	191,500		$	(133,863	)(C)	$	57,637
Mortgages payable		37,176			—			37,176
Mortgages payable, held for sale		95,000			(95,000	)(D)		—
Notes payable – secured		28,250			—			28,250
Notes payable, net of unamortized discount		489,700			—			489,700
Financing lease obligation		26,041			—			26,041
Accrued interest payable		8,609			(286	)(D)		8,323
Other liabilities		20,668			(6	)(B)		20,662
Income tax liability		13,593			—			13,593
Total liabilities		910,537			(229,155	)		681,382
Minority interest		5,168			—			5,168
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
Series A, 1,781,589 shares issued and outstanding, stated liquidation value of $25 per share		44,540			—			44,540
Series B Convertible, 10,000 shares issued and outstanding, stated liquidation value of $2,500 per share		25,000			—			25,000
Common stock, $0.01 par value. Authorized 190,000,000 shares; 56,274,304 shares issued and outstanding		563			—			563
Excess stock, $0.01 par value. Authorized 205,000,000 shares; none issued or outstanding		—			—			—
Capital in excess of par value		803,414			—			803,414
Accumulated dividends in excess of net earnings		(16,473	)		61,792	(E)		45,319
Other comprehensive income		3,596			—			3,596
Total stockholders’ equity		860,640			61,792			922,432
	$	1,776,345		$	(167,363	)	$	1,608,982

F-3

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FROM CONTINUING OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2006

(dollars in thousands, except per share data)

(unaudited)

	Historical			Pro Forma Adjustments(J)			Pro Forma
Revenues:
Rental income from operating leases	$	29,482		$	204	(F)	$	29,686
Earned income from direct financing leases		2,336			—			2,336
Contingent rental income		456			—			456
Real estate expense reimbursement from tenants		996			—			996
Gain on disposition of real estate, Inventory Portfolio		6,444			—			6,444
Interest income from real estate transactions		1,459			—			1,459
Interest income on mortgage residual interests		2,297			—			2,297
		43,470			204			43,674
Operating expenses:
General and administrative		7,200			—			7,200
Real estate		1,338			—			1,338
Depreciation and amortization		5,351			18	(G)		5,369
Impairment – mortgage residual interests		1,820			—			1,820
		15,709			18			15,727
Earnings from operations		27,761			186			27,947
Other expenses (revenues):
Interest and other income		(846	)		—			(846	)
Interest expense		11,935			(2,000	)(H)		9,935
		11,089			(2,000	)		9,089
Earnings from continuing operations before income tax benefit, minority interest and equity in earnings (losses) of unconsolidated affiliates		16,672			2,186			18,858
Income tax benefit		1,893			—			1,893
Minority interest		(3,197	)		—			(3,197	)
Equity in earnings (losses) of unconsolidated affiliates		(33	)		—			(33	)
Earnings from continuing operations		15,335			2,186			17,521
Series A preferred stock dividends		(1,002	)		—			(1,002	)
Series B convertible preferred stock dividends		(419	)		—			(419	)
Earnings from continuing operations available to common stockholders – basic		13,914			2,186			16,100
Series B convertible preferred stock dividends, if dilutive		419			—			419
Earnings from continuing operations available to common stockholders – diluted	$	14,333		$	2,186		$	16,519
Earnings from continuing operations per share of common stock:
Basic	$	0.25					$	0.29
Diluted	$	0.25					$	0.29
Weighted average number of common shares outstanding:
Basic		55,408,126						55,408,126
Diluted		56,956,636						56,956,636

F-4

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FROM CONTINUING OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(dollars in thousands, except per share data)

(unaudited)

	Historical			Adjusted for Discontinued Operations(K)			DC Office Buildings (I)			Pro Forma Adjustments(J)			Pro Forma
Revenues:
Rental income from operating leases	$	112,384		$	(499	)	$	(15,940	)	$	15,251	(F)	$	111,196
Earned income from direct financing leases		10,388			(437	)		—			—			9,951
Contingent rental income		480			—			—			—			480
Real estate expense reimbursement from tenants		6,350			(21	)		(2,017	)		—			4,312
Gain on disposition of real estate, Inventory Portfolio		2,010			—			—			—			2,010
Interest income from real estate transactions		6,216			—			—			—			6,216
Interest income on mortgage residual interests		7,349			—			—			—			7,349
		145,177			(957	)		(17,957	)		15,251			141,514
Operating expenses:
General and administrative		23,411			(1	)		83			—			23,493
Real estate		11,534			(26	)		(5,822	)		—			5,686
Depreciation and amortization		22,276			(25	)		(5,135	)		2,135	(G)		19,251
Impairment – real estate		1,673			—			—			—			1,673
Impairment – mortgage residual interests		2,382			—			—			—			2,382
		61,276			(52	)		(10,874	)		2,135			52,485
Earnings from operations		83,901			(905	)		(7,083	)		13,116			89,029
Other expenses (revenues):
Interest and other income		(2,054	)		1			15			—			(2,038	)
Interest expense		35,941			1			(3,097	)		2,305	(H)		35,150
		33,887			2			(3,082	)		2,305			33,112
Earnings from continuing operations before income tax benefit, minority interest and equity in earnings of unconsolidated affiliates		50,014			(907	)		(4,001	)		10,811			55,917
Income tax benefit		2,776			(1	)		—			—			2,775
Minority interest		137			—			—			—			137
Equity in earnings of unconsolidated affiliates		1,209			—			—			—			1,209
Earnings from continuing operations		54,136			(908	)		(4,001	)		10,811			60,038

F-5

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FROM CONTINUING OPERATIONS – CONTINUED

FOR THE YEAR ENDED DECEMBER 31, 2005

(dollars in thousands, except per share data)

(unaudited)

	Historical			Adjusted for Discontinued Operations(K)			DC Office Buildings (I)			Pro Forma Adjustments(J)		Pro Forma
Earnings from continuing operations		54,136			(908	)		(4,001	)		10,811		60,038
Series A preferred stock dividends		(4,008	)		—			—			—		(4,008	)
Series B convertible preferred stock dividends		(1,675	)		—			—			—		(1,675	)
Earnings from continuing operations available to common stockholders – basic		48,453			(908	)		(4,001	)		10,811		54,355
Series B convertible preferred stock dividends, if dilutive		1,675			—			—			—		1,675
Earnings from continuing operations available to common stockholders – diluted	$	50,128		$	(908	)	$	(4,001	)	$	10,811	$	56,030
Earnings from continuing operations per share of common stock:
Basic	$	0.91										$	1.03
Diluted	$	0.92										$	1.03
Weighted average number of common shares outstanding:
Basic		52,984,821											52,984,821
Diluted		54,640,143											54,640,143

F-6

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

NOTES AND MANAGEMENT’S ASSUMPTIONS

TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Adjustments to the Pro Forma Condensed Consolidated Balance Sheet:

(A) The historical “Real estate, Investment Portfolio” includes the 87 Investment Properties which were acquired between December 2005 and January 2006 for approximately $173 million, including closing costs. In addition, the historical “Real estate, Inventory Portfolio, held for sale” includes the 21 Inventory Properties which were acquired in December 2005 for approximately $31 million, including closing costs.

(B) Decrease in “Real estate, Investment Portfolio, held for sale,” “Accrued rental income, net of allowance,” “Receivables,” “Debt costs, net of allowance,” “Other assets” and “Other liabilities” represents the removal of the assets and liabilities associated with the disposition of the DC Office Buildings.

(C) The decrease in the “Line of credit payable” represents the net cash from the disposition of the DC Office Buildings, and is outlined below (dollars in thousands):

Net sales price	$	227,958
Less mortgage payable, held for sale		(95,000	)
Cash to Company		132,958
Reimbursements from seller for amounts prepaid		1,197
Payment to seller for accrued liabilities		(292	)
	$	133,863

(D) Decrease in “Mortgage payable, held for sale” represents the assumption by the buyer of the loan secured by a first mortgage lien on the DC Office Buildings. The decrease in “Accrued interest payable” represents the Company’s payment of any accrued interest on the mortgage payable at the time of assumption.

(E) The increase in the “Accumulated dividends in excess of net earnings” is outlined below (dollars in thousands):

Gain on disposition of DC Office Buildings	$	59,435
Recognition of deferred revenues associated with DC Office Buildings		2,526
Write off of debt costs		(169	)
	$	61,792

F-7

2. Adjustments to the Pro Forma Condensed Consolidated Statements of Earnings from Continuing Operations:

(F) Rental income has been adjusted to reflect the lease payments from the 87 Investment Properties acquired. Rental income was calculated on a pro forma basis in accordance with rent provisions in the leases, assuming the leases were entered into on January 1, 2005.

(G) Depreciation and amortization have been adjusted based on the allocated purchase price of the 87 Investment Properties acquired using an estimated useful life of 40 years, assuming the acquisition occurred on January 1, 2005.

(H) Interest expense has been adjusted to reflect the interest costs related to the proceeds from the line of credit, offset by the net cash proceeds from the buyer for the DC Office Buildings, assuming that the borrowings to finance the Properties and the disposition of the DC Office Buildings occurred on January 1, 2005.

(I) The DC Office Buildings are deemed discontinued operations; therefore, all revenues and expenses are reclassified to earnings from discontinued operations.

(J) The 21 Inventory Properties acquired are classified as held for sale, and are deemed discontinued operations; therefore the pro forma effects of the acquisition of these properties are not included in earnings from continuing operations.

(K) The “Adjustments for Discontinued Operations” for the year ended December 31, 2005 does not include the reclassification of the revenues and expenses that are related to the DC Office Buildings.

F-8

Exhibits.

2.1 Real Estate Purchase Contract, dated February 9, 2006, among CNLR DC Acquisitions I, LLC, Brookfield Financial Properties, L.P. and the Registrant (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Form 10-K”) and incorporated herein by reference).

2.2 Amendment to Real Estate Purchase Contract, dated February 14, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed as Exhibit 10.11 to the Form 10-K and incorporated herein by reference).

2.3 Second Amendment to Real Estate Purchase Contract, dated February 15, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed as Exhibit 10.12 to the Form 10-K and incorporated herein by reference).

2.4 Third Amendment to Real Estate Purchase Contract, dated April 18, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).

2.5 Fourth Amendment to Real Estate Purchase Contract, dated May 10, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).

2.6 Fifth Amendment to Real Estate Purchase Contract, dated May 12, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).

99.1 Press release, dated May 16, 2006, of National Retail Properties, Inc. (filed herewith).

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/ Kevin B. Habicht
Name:	Kevin B. Habicht
Title:	Chief Financial Officer

Dated: May 19, 2006

EXHIBIT INDEX

Exhibit No.	Description
2.1	Real Estate Purchase Contract, dated February 9, 2006, among CNLR DC Acquisitions I, LLC, Brookfield Financial Properties, L.P. and the Registrant (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Form 10-K”) and incorporated herein by reference).
2.2	Amendment to Real Estate Purchase Contract, dated February 14, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed as Exhibit 10.11 to the Form 10-K and incorporated herein by reference).
2.3	Second Amendment to Real Estate Purchase Contract, dated February 15, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed as Exhibit 10.12 to the Form 10-K and incorporated herein by reference).
2.4	Third Amendment to Real Estate Purchase Contract, dated April 18, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).
2.5	Fourth Amendment to Real Estate Purchase Contract, dated May 10, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).
2.6	Fifth Amendment to Real Estate Purchase Contract, dated May 12, 2006, by and between CNLR DC Acquisitions I, LLC and Brookfield Financial Properties, L.P. (filed herewith).
99.1	Press release, dated May 16, 2006, of National Retail Properties, Inc. (filed herewith).

EX-2.4

Exhibit 2.4

THIRD AMENDMENT TO REAL ESTATE PURCHASE CONTRACT

THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE CONTRACT (the “Third Amendment”) is attached to and made a part of that certain Real Estate Purchase Contract effectively dated February 9, 2006, by and between CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”), as amended by the Amendment to Real Estate Purchase Contract dated February 14, 2006, and as further amended by the Second Amendment to Real Estate Purchase dated February 15, 2006 (as amended, the “Agreement”).

WITNESSETH:

WHEREAS, Seller and Purchaser have heretofore entered into the Agreement, whereby Purchaser agreed to purchase that certain real and personal property located at 601 and 701 South 12^th Street, Arlington, Virginia as more particularly described therein (collectively referred to herein as the “Property”), and Seller agreed to sell the Property to Purchaser on the terms and conditions set forth therein; and

WHEREAS, Seller and Purchaser desire to modify certain terms of the Agreement for their mutual benefit as set forth below.

NOW, THEREFORE, for and in consideration of the premises, the payment of Ten and No/100 ($10.00) Dollars in hand paid by Purchaser to Seller, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties thereto, the parties hereto do hereby covenant and agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

2. Purchase Price. The Purchase Price shall be $229,330,000.00.

3. Lender Approval Period. The Lender Approval Period is hereby extended through May 10, 2006 at 5:00 p.m. EDT. Purchaser shall have no right to extend the Lender Approval Period beyond this date.

4. Amendment to TSA Lease. The parties acknowledge and agree that Seller and the Government have entered into that certain Supplemental Lease Agreement No. 71 dated effective April 18, 2006 (“SLA 71”) amending the TSA Lease. Purchaser further acknowledges that Purchaser has approved the terms and conditions of SLA 71, and the execution thereof by Seller, in accordance with Paragraph 7(a) of the Agreement.

5. Master Servicer Consent. Purchaser and Seller agree that, in addition to the other requirements for Master Servicer’s Consent set forth in Paragraph 6(b) of the Agreement, Master Servicer shall approve SLA 71 prior to expiration of the Lender Approval Period.

6. Assignment. The last sentence of Paragraph 21(a) of the Agreement is hereby deleted and the following is inserted in its place:

Notwithstanding anything contained in this paragraph to the contrary, Purchaser shall be permitted, upon prior written notice to Seller not later than five (5) days prior to the Closing Date, to assign its interest under this Agreement to one or more entities which are controlled by, or under common control with, Purchaser; provided, however, that in no event shall such assignment delay obtaining Master Servicer’s Consent or the Closing Date.

7. Counterparts. This Third Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party, which may be by facsimile.

8. Capitalized terms. Capitalized terms used in this Third Amendment shall, unless otherwise defined, have the meaning ascribed to them in the Agreement.

9. No Other Amendment. Except as herein amended, the terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the terms and conditions of this Third Amendment and the terms and conditions of the Agreement, the terms and conditions contained in this Third Amendment shall control.

[SIGNATURES BEGIN ON THE NEXT PAGE]

IN WITNESS WHEREOF, Purchaser and Seller have caused this Third Amendment to be executed and effective as of April 18, 2006.

“SELLER”
CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company
By:	/s/ Julian E. Whitehurst
Name:	Julian E. Whitehurst
Its:	Executive Vice President
Date:	April 18, 2006
“PURCHASER”
BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership
By:	Brookfield Financial Properties, Inc., a Delaware corporation, its managing general partner
	By:	/s/ Brett Fox
	Name:	Brett Fox
	Its:	Vice President
	Date:	April 20, 2006

EX-2.5

Exhibit 2.5

FOURTH AMENDMENT TO REAL ESTATE PURCHASE CONTRACT

THIS FOURTH AMENDMENT TO REAL ESTATE PURCHASE CONTRACT (the “Fourth Amendment”) is attached to and made a part of that certain Real Estate Purchase Contract effectively dated February 9, 2006, by and between CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”), as amended by (i) the Amendment to Real Estate Purchase Contract dated February 14, 2006, (ii) the Second Amendment to Real Estate Purchase dated February 15, 2006, and (iii) the Third Amendment to Real Estate Purchase dated April 18, 2006 (as amended, the “Agreement”).

WITNESSETH:

WHEREAS, Seller and Purchaser have heretofore entered into the Agreement, whereby Purchaser agreed to purchase that certain real and personal property located at 601 and 701 South 12^th Street, Arlington, Virginia as more particularly described therein (collectively referred to herein as the “Property”), and Seller agreed to sell the Property to Purchaser on the terms and conditions set forth therein; and

WHEREAS, Seller and Purchaser desire to modify certain terms of the Agreement for their mutual benefit as set forth below.

NOW, THEREFORE, for and in consideration of the premises, the payment of Ten and No/100 ($10.00) Dollars in hand paid by Purchaser to Seller, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties thereto, the parties hereto do hereby covenant and agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

2. Lender Approval Period. The Lender Approval Period is hereby extended through May 12, 2006 at 5:00 p.m. EDT. Purchaser shall have no right to extend the Lender Approval Period beyond this date.

3. Closing Date. The Closing Date is hereby agreed by the parties to be May 16, 2006.

4. Counterparts. This Fourth Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party, which may be by facsimile.

5. Capitalized terms. Capitalized terms used in this Fourth Amendment shall, unless otherwise defined, have the meaning ascribed to them in the Agreement.

6. No Other Amendment. Except as herein amended, the terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the terms and conditions of this Fourth Amendment and the terms and conditions of the Agreement, the terms and conditions contained in this Fourth Amendment shall control.

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IN WITNESS WHEREOF, Purchaser and Seller have caused this Fourth Amendment to be executed and effective as of May 10, 2006.

“SELLER”
CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company
By: Name: Its: Date:	/s/ Julian E. Whitehurst Julian E. Whitehurst Executive Vice President May 10, 2006

“PURCHASER”
BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership
By:	Brookfield Financial Properties, Inc., a Delaware corporation, its managing general partner
	By:	/s/ Brett Fox
	Name:	Brett Fox
	Its:	Senior Vice President
	Date:	May 10, 2006

EX-2.6

Exhibit 2.6

FIFTH AMENDMENT TO REAL ESTATE PURCHASE CONTRACT

THIS FIFTH AMENDMENT TO REAL ESTATE PURCHASE CONTRACT (the “Fifth Amendment”) is attached to and made a part of that certain Real Estate Purchase Contract effectively dated February 9, 2006, by and between CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”), as amended by (i) the Amendment to Real Estate Purchase Contract dated February 14, 2006, (ii) the Second Amendment to Real Estate Purchase dated February 15, 2006, (iii) the Third Amendment to Real Estate Purchase dated April 18, 2006, and (iv) the Fourth Amendment to Real Estate Purchase dated May 10, 2006 (as amended, the “Agreement”).

WITNESSETH:

WHEREAS, Seller and Purchaser have heretofore entered into the Agreement, whereby Purchaser agreed to purchase that certain real and personal property located at 601 and 701 South 12^th Street, Arlington, Virginia as more particularly described therein (collectively referred to herein as the “Property”), and Seller agreed to sell the Property to Purchaser on the terms and conditions set forth therein; and

WHEREAS, Seller and Purchaser desire to modify certain terms of the Agreement for their mutual benefit as set forth below.

NOW, THEREFORE, for and in consideration of the premises, the payment of Ten and No/100 ($10.00) Dollars in hand paid by Purchaser to Seller, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties thereto, the parties hereto do hereby covenant and agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

2. Master Servicer’s Consent. Purchaser hereby waives its right to terminate the Agreement for failure to receive Master Servicer’s Consent prior to expiration of the Lender Approval Period. Notwithstanding the forgoing, provided that Purchaser performs all obligations of Purchaser set forth in the Conditional Approval Letter issued by Master Servicer dated April 7, 2006 (the “Approval Letter”) (acknowledging that certain conditions set forth in Approval Letter require performance by parties other than Purchaser), the performance by Master Servicer under its agreement to allow assumption of the Wachovia Loan Documents by Purchaser shall continue to be a condition precedent to Purchaser’s obligation to close under the Agreement.

3. Counterparts. This Fifth Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party, which may be by facsimile.

4. Capitalized terms. Capitalized terms used in this Fifth Amendment shall, unless otherwise defined, have the meaning ascribed to them in the Agreement.

5. No Other Amendment. Except as herein amended, the terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the terms and conditions of this Fifth Amendment and the terms and conditions of the Agreement, the terms and conditions contained in this Fifth Amendment shall control.

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IN WITNESS WHEREOF, Purchaser and Seller have caused this Fifth Amendment to be executed and effective as of May 12, 2006.

“SELLER”
CNLR DC ACQUISITIONS I, LLC, a Delaware limited liability company
By:	/s/ Kevin B. Habicht
Name:	Kevin B. Habicht
Its:	Manager
Date:	May 12, 2006

“PURCHASER”
BROOKFIELD FINANCIAL PROPERTIES, L.P., a Delaware limited partnership
By:	Brookfield Financial Properties, Inc., a Delaware corporation, its managing general partner
By:	/s/ Brett Fox
Name:	Brett Fox
Its:	Senior Vice President
Date:	May 12, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information contact:

Kevin B. Habicht

Chief Financial Officer

(407) 265-7348

May 16, 2006

NATIONAL RETAIL PROPERTIES, INC. ANNOUNCES

SALE OF WASHINGTON, D.C. OFFICE PROPERTY

Orlando, Florida, May 16, 2006 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, announced today that it has closed on the sale of its office property leased to the United States of America to Brookfield Financial Properties, L.P., an affiliate of Brookfield Properties Corporation, for $229,330,000, which includes the assumption of a $95,000,000 loan secured by the property.

“The sale of this building completes the monetization of the significant value that our team has created with the purchase and sale of this large, high quality office building,” said Craig Macnab, Chief Executive Officer. “Initially the proceeds will be used to reduce our debt and subsequently will be invested in a portfolio of higher yielding retail properties which will increase our rental revenue and FFO.”

The property consists of two Class A office buildings totaling approximately 554,000 square feet and a 1,079-space parking garage located in the Pentagon City submarket of the Washington, D.C. metropolitan area. The property serves as the headquarters of the Transportation Security Administration under a lease that expires in 2014.

National Retail invests primarily in high-quality properties subject generally to long-term, net leases with retail tenants such as Barnes & Noble, Best Buy, Circle K (Susser), CVS and Uni-Mart. As of March 31, 2006, the company owned 564 investment properties in 41 states with a gross leasable area of approximately 9.3 million square feet. These investment properties are leased to 178 corporations in 62 industry classifications.

450 S. Orange Ave., Suite 900    |    Orlando, FL 32801 (800) NNN-REIT    |    www.nnnreit.com    |