EX-4.1



 Exhibit 4.1 
 NATIONAL RETAIL PROPERTIES, INC. 
 as Issuer 

to 
 U.S. BANK
NATIONAL ASSOCIATION 
 as Trustee 
 Twelfth Supplemental Indenture 
 Dated as of April 15, 2013 

 
  

Supplementing the Indenture dated as of March 25, 1998 

 
  

$350,000,000 
 of

 3.30% Notes due 2023 







 TWELFTH SUPPLEMENTAL INDENTURE, dated as of April 15, 2013 (this “Twelfth
Supplemental Indenture”), between NATIONAL RETAIL PROPERTIES, INC., a corporation duly organized and existing under the laws of the State of Maryland (herein called the “Company”), and U.S. BANK NATIONAL ASSOCIATION (as successor
trustee to Wachovia Bank, National Association (formerly First Union National Bank)), a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).

 RECITALS OF THE COMPANY 
 The Company and the Trustee are parties to an Indenture, dated as of March 25, 1998 (the “Original Indenture”), as supplemented by Supplemental Indenture No. 1 dated as of
March 25, 1998, Supplemental Indenture No. 2 dated as of June 21, 1999, Supplemental Indenture No. 3 dated as of September 20, 2000, Supplemental Indenture No. 4 dated as of May 30, 2002, Supplemental Indenture
No. 5 dated as of June 18, 2004, Supplemental Indenture No. 6 dated as of November 17, 2005, the Seventh Supplemental Indenture dated as of September 13, 2006, Supplemental Indenture No. 8 dated as of September 10,
2007, the Ninth Supplemental Indenture dated as of March 4, 2008, the Tenth Supplemental Indenture dated as of July 6, 2011 and the Eleventh Supplemental Indenture dated as of August 14, 2012 (together with the Original Indenture,
Supplemental Indenture Nos.1, 2, 3, 4, 5, 6 and 8, the Seventh Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and this Twelfth Supplemental Indenture, collectively, the
“Indenture”), a form of which has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as an exhibit to the Company’s Registration Statement on Form S-3 (Registration
No. 333-179696), providing for the issuance from time to time of Debt Securities of the Company (the “Securities”). 
 The Company has heretofore issued, pursuant to the Indenture, (a) $100,000,000 aggregate principal amount of 7 1/8% Notes due 2008, (b) $100,000,000 aggregate principal amount of 8.125% Notes
due 2004, (c) $20,000,000 aggregate principal amount of 8.50% Notes due 2010, (d) $50,000,000 aggregate principal amount of 7.75% Notes due 2012, (e) $150,000,000 aggregate principal amount of 6.25% Notes due 2014,
(f) $150,000,000 aggregate principal amount of 6.15% Notes due 2015, (g) $172,500,000 aggregate principal amount of 3.95% Convertible Senior Notes due 2026, (h) $250,000,000 aggregate principal amount of 6.875% Notes due 2017,
(i) $234,035,000 aggregate principal amount of 5.125% Convertible Senior Notes due 2028, (j) $300,000,000 aggregate principal amount of 5.500% Notes due 2021 and (k) $325,000,000 aggregate principal amount of 3.80% Notes due 2022.

 The Company has commenced an offering of 3.30% Notes due 2023 (the “3.30% Notes”). 

  
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 Section 3.1 of the Original Indenture provides for various matters with respect to any
series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture. 

Section 9.1(7) of the Original Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the
Original Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Original Indenture. 
 The Pricing Committee of the Board of Directors of the Company has duly adopted resolutions authorizing the Company to execute and deliver this Twelfth Supplemental Indenture. 

All the conditions and requirements necessary to make this Twelfth Supplemental Indenture, when duly executed and delivered, a valid and
legally binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled. 
 NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in
consideration of the premises and the purchase of each of the series of Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as
follows: 
 ARTICLE ONE 
 RELATION TO INDENTURE; DEFINITIONS 
 SECTION 1.1. Relation to Indenture.

 This Twelfth Supplemental Indenture constitutes an integral part of the Indenture. 

SECTION 1.2. Definitions. 
 For all purposes of this Twelfth Supplemental Indenture, the following terms shall have the meanings specified except as otherwise expressly provided for or unless the context otherwise requires.
Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture. All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections
of this Twelfth Supplemental Indenture. 
 “3.30% Notes” has the meaning given in the Recitals of the Company.

 “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in 

  
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contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or
the date on which the acquired Person becomes a Subsidiary. 
 “Annual Debt Service Charge” for any period means the
aggregate interest expense for such period in respect of, and the amortization during such period of any original issue discount of, Indebtedness of the Company and its Subsidiaries and the amount of dividends which are payable during such period in
respect of any Disqualified Stock. 
 “Business Day” means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in the City of New York, New York or in the City of St. Paul, Minnesota are authorized or required by law, regulation or executive order to close. 

“Capital Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests,
participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options to purchase any thereof. 

“Consolidated Income Available for Debt Service” for any period means Earnings from Operations of the Company and its
Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest on Indebtedness of the Company and its Subsidiaries, (ii) provision for taxes of the Company
and its Subsidiaries based on income, (iii) amortization of debt discount, (iv) provisions for gains and losses on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting from a change in
accounting principles in determining Earnings from Operations for such period and (vi) amortization of deferred charges. 

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business for
this transaction shall be principally administered, which office at the date hereof is located at 225 Water Street, Seventh Floor, Jacksonville, Florida 32202, and for purposes of the Place of Payment provisions of Sections 3.5 and 10.2 of the
Original Indenture, is located at 60 Livingston Avenue, St. Paul, Minnesota 55107. 
 “Disqualified Stock” means, with
respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or
otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for common stock), (ii) is convertible into or exchangeable or
exercisable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified
Stock or the redemption price of which may, at the option of such Person, be paid in Capital Stock which is not Disqualified Stock), in each case on or prior to the Stated Maturity of the 3.30% Notes. 

  
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 “Earnings from Operations” for any period means net earnings excluding gains and
losses on sales of investments, extraordinary items and property valuation losses, net as reflected in the financial statements of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

 “Encumbrance” means any mortgage, lien, charge, pledge or security interest of any kind. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by
the Commission. 
 “GAAP” means generally accepted accounting principles as used in the United States applied on a
consistent basis as in effect from time to time; provided that solely for purposes of any calculation required by the financial covenants contained herein, “GAAP” shall mean generally accepted accounting principles as used in the United
States on the date hereof, applied on a consistent basis. 
 “Indebtedness” of the Company or any Subsidiary means any
indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) borrowed money or evidenced by bonds, notes, debentures or similar instruments whether or not such indebtedness is secured by any Encumbrance existing
on property owned by the Company or any Subsidiary, (ii) indebtedness for borrowed money of a Person other than the Company or a Subsidiary which is secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the
extent of the lesser of (x) the amount of indebtedness so secured and (y) the fair market value (as determined in good faith by the Board of Directors of the Company) of the property subject to such Encumbrance, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that
constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations under any title retention agreement, (iv) the principal amount of all obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, or (v) any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance with GAAP,
and also includes, to the extent not otherwise included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business),
Indebtedness of another Person (other than the Company or any Subsidiary) (it being understood that Indebtedness shall be deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee
or otherwise become liable in respect thereof). 
 “Make-Whole Amount” means, in connection with any optional
redemption or accelerated payment of any 3.30% Note (except for any optional redemption occurring 90 days or fewer prior to the Stated Maturity thereof in accordance with Section 2.5), the excess, if any, of (i) the aggregate present value
as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in


  
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respect of such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or
accelerated payment had not been made, over (ii) the aggregate principal amount of the notes being redeemed or paid. 

“Redemption Price” has the meaning specified in Section 2.5 hereof. 

“Reinvestment Rate” means 0.25 percent (0.25%) plus the arithmetic mean of the yields under the respective headings “This
Week” and “Last Week” published in the Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment
date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding
sentence, and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For such purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. 

“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination of
the Make-Whole Amount, then such other reasonably comparable index which shall be designated by the Company. 

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting
power of the voting equity securities or (ii) the outstanding equity interests of which are owned, directly or indirectly, by such Person. For the purposes of this definition, “voting equity securities” means equity securities having
voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency. 
 “Total Assets” as of any date means the sum of (i) the Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis
in accordance with GAAP (but excluding accounts receivable and intangibles). 
 “Total Unencumbered Assets” means the
sum of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Company and its Subsidiaries not subject to an Encumbrance for borrowed money determined on a consolidated
basis in accordance with GAAP (but excluding accounts receivable and intangibles); provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Indebtedness for purposes of the covenant requiring the
Company and its Subsidiaries to maintain Total Unencumbered Assets equal to at least 150% of 

  
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the aggregate outstanding principal amount of Unsecured Indebtedness on a consolidated basis, all investments in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated
limited liability companies and other Persons that are not consolidated for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets. 

“Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of real estate
assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP. 
 “Unsecured Indebtedness” means Indebtedness which is not secured by any Encumbrance upon any of the properties of the Company or any Subsidiary. 

ARTICLE TWO 
 THE
SERIES OF NOTES 
 SECTION 2.1. Title of the Securities. 

There shall be a series of Securities designated the “3.30% Notes due 2023.” 

SECTION 2.2. Limitation on Aggregate Principal Amount. 
 (a) The aggregate principal amount of the 3.30% Notes shall initially have an aggregate principal amount equal to $350,000,000; provided that the Company may, without the consent of the Holders of any
then Outstanding 3.30% Notes, “reopen” this series of Securities so as to increase the aggregate principal amount of 3.30% Notes Outstanding in compliance with the procedures set forth in the Original Indenture, as supplemented by this
Twelfth Supplemental Indenture, including Sections 3.1 and 3.3 of the Original Indenture, so long as any such additional notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the 3.30%
Notes then Outstanding. 
 (b) Nothing contained in this Section 2.2 or elsewhere in this Twelfth Supplemental Indenture,
or in the 3.30% Notes, is intended to or shall limit execution by the Company or authentication or delivery by the Trustee of 3.30% Notes under the circumstances contemplated by Sections 3.3, 3.4, 3.5, 3.6, 9.6, 11.7 and 13.5 of the Original
Indenture. 
 SECTION 2.3. Interest and Interest Rates; Maturity Date of 3.30% Notes. 

(a) The 3.30% Notes will bear interest at a rate of 3.30% per annum, from April 15, 2013 or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2013 (each, an “Interest Payment Date”), to the
Person in whose name such 3.30% Note is registered in the Security Register at the close of business on 

  
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the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record Date”). Interest on the 3.30%
Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 (b) The interest so payable on any
3.30% Note which is not punctually paid or duly provided for on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the Person in whose name such 3.30% Note is registered on the relevant Regular Record
Date, and such Defaulted Interest shall instead be payable either (i) to the Person in whose name such 3.30% Note is registered on the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to the Holder of such 3.30% Note not less than 10 days prior to such Special Record Date or (ii) at any time in any other lawful manner in accordance with the Indenture. 

(c) If any Interest Payment Date or Stated Maturity falls on a day that is not a Business Day, the required payment shall be made on the
next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Stated Maturity, as the case may be. 

(d) The 3.30% Notes will mature on April 15, 2023. 
 SECTION 2.4. Limitations on Incurrence of Indebtedness. 
 (a) The Company will
not, and will not permit any Subsidiary to, incur any Indebtedness if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding
Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the
calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee)
prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such
additional Indebtedness. 
 (b) In addition to the limitation set forth in subsection (a) of this Section 2.4, the
Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) such
Indebtedness and any other Indebtedness incurred by the Company and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the
beginning of such 

  
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period; (ii) the repayment or retirement of any other Indebtedness by the Company and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the
beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (iii) in the case
of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with
respect to such acquisition being included in such pro forma calculation; and (iv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such
acquisition or disposition being included in such pro forma calculation. 
 (c) In addition to the limitations set forth in
subsections (a) and (b) of this Section 2.4, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Company or any Subsidiary if, immediately
after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis
in accordance with GAAP) which is secured by any Encumbrance on property of the Company or any Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the
calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee)
prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were
not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such
additional Indebtedness. 
 (d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less
than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries on a consolidated basis. 
 (e) For purposes of this Section 2.4, Indebtedness shall be deemed to be “incurred” by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or
otherwise become liable in respect thereof. 
 SECTION 2.5. Redemption. 

The 3.30% Notes may be redeemed prior to January 15, 2023 (three months prior to the Stated Maturity), at the option of the Company,
at any time in whole or in part from time to time, at a redemption price equal to the sum of (i) the principal amount of the 3.30% Notes 

  
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being redeemed plus accrued and unpaid interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such 3.30% Notes; provided, however, that if the
Company redeems the 3.30% Notes on or after January 15, 2023, the redemption price will equal 100% of the principal amount of the 3.30% Notes to be redeemed plus accrued and unpaid interest thereon to the Redemption Date (such amount computed
under this Section 2.5, the “Redemption Price”). Notice of any optional redemption of all or any portion of the 3.30% Notes then outstanding shall be given to Holders at their addresses, as shown in the Security Register, not less
than 10 days nor more than 60 days prior to the Redemption Date. 
 SECTION 2.6. Place of Payment. 

The Place of Payment where the 3.30% Notes may be presented or surrendered for payment, where the 3.30% Notes may be surrendered for
registration of transfer or exchange and where notices and demands to and upon the Company in respect of the 3.30% Notes and the Indenture may be served shall be in the City of St. Paul, Minnesota, and the office or agency for such purpose shall
initially be located at U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107. 
 SECTION 2.7. Method
of Payment. 
 Payment of the principal of and interest on the 3.30% Notes will be made at the office or agency of the Company
maintained for that purpose (which shall initially be an office or agency of the Trustee), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that, at the option of the Company, payments of principal and interest on the Notes (other than payments of principal and interest due at Stated Maturity) may be made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto located within the United States; provided, that such Person owns 3.30% Notes in an aggregate principal amount of at
least $1,000,000 and such Person makes a written request therefor for the appropriate Interest Payment Date. 
 SECTION 2.8.
Currency. 
 Principal and interest on the 3.30% Notes shall be payable in Dollars. 

SECTION 2.9. Registered Securities; Global Form. 
 The 3.30% Notes shall be issuable and transferable in fully registered form as Registered Securities, without coupons. The 3.30% Notes shall each be issued in the form of one or more permanent Global
Securities. The depository for the 3.30% Notes shall initially be The Depository Trust Company (“DTC”). The 3.30% Notes shall not be issuable in definitive form except as provided in Section 3.5 of the Original Indenture. 

  
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 SECTION 2.10. Form of Notes. 

The 3.30% Notes shall be substantially in the form attached as Exhibit A hereto. 

SECTION 2.11. Registrar and Paying Agent. 
 The Trustee shall initially serve as Registrar and Paying Agent for the 3.30% Notes. 
 SECTION 2.12. Defeasance. 
 The provisions of Sections 14.2 and 14.3 of the
Original Indenture, together with the other provisions of Article XIV of the Original Indenture, shall be applicable to the 3.30% Notes. The provisions of Section 14.3 of the Original Indenture shall apply to the covenants set forth in
Section 2.4 of this Twelfth Supplemental Indenture and to those covenants specified in Section 14.3 of the Original Indenture. 
 SECTION 2.13. Waiver of Certain Covenants. 
 Notwithstanding the provisions of
Section 10.11 of the Original Indenture, the Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.4 to 10.8, inclusive, of the Original Indenture, with Section 2.4 of this
Twelfth Supplemental Indenture and with any other term, provision or condition with respect to the 3.30% Notes (except any such term, provision or condition which could not be amended without the consent of all Holders of the 3.30% Notes), if before
or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding 3.30% Notes or such series thereof, as applicable, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition. Except to the extent so expressly waived, and until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect. 
 SECTION 2.14. Acceleration of Maturity; Rescission and Annulment.

 If an Event of Default with respect to Securities of any series at the time outstanding occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal of, and the Make-Whole Amount, if any, on, all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. If an Event of Default with
respect to the Securities of any series set forth in Sections 5.1(1), 5.1(2) and 5.1(6) of the Original Indenture occurs and is continuing, then in every such case all the Securities of that series shall become immediately due and payable, without
notice to the Company, at the principal amount thereof plus accrued interest to the date the Securities of that series are paid plus the Make-Whole Amount, if any, on the Securities of that series. 

  
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 SECTION 2.15. Event of Default. 

(a) If an Event of Default pursuant to Section 5.1(6) or 5.1(7) of the Original Indenture shall have occurred, the principal amount
of and the Make-Whole Amount, if any, on all outstanding notes shall become due and payable without any declaration or other act on the part of the Trustee or of the Holders. 
 (b) For purposes of the 3.30% Notes, Section 5.1(5) of the Original Indenture is hereby deleted in its entirety. 
 (c) For purposes of the 3.30% Notes, Event of Default shall also include a default under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), having an
aggregate principal amount outstanding of at least $25,000,000, whether such Indebtedness now exists or shall hereafter be created, which default shall have resulted in such Indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such Indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given written notice, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities represented by the 3.30% Notes a written notice specifying such default
and requiring the Company to cause such Indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided, however, that for purposes of
this Section 2.15(c), $25,000,000 shall be replaced by $10,000,000 for so long as any of the Securities issued pursuant to any of Supplemental Indenture Nos. 1, 2, 3, 4, 5, 6 and 8, the Seventh Supplemental Indenture, the Ninth Supplemental
Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture to the Original Indenture are Outstanding. 

(d) For purposes of the 3.30% Notes, upon cancellation by the Trustee of all Outstanding Securities issued pursuant to each of
Supplemental Indenture Nos. 1, 2, 3, 4, 5, 6 and 8, the Seventh Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture to the Original Indenture, the provisions of
Section 5.1(8) of the Original Indenture shall cease to exist and shall be of no further effect. 
 ARTICLE THREE

 MISCELLANEOUS PROVISIONS 
 SECTION 3.1. Ratification of Original Indenture. 
  

  
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 Except as expressly modified or amended hereby, the Original Indenture continues in full
force and effect and is in all respects confirmed and preserved. 
 SECTION 3.2. Fiscal Year. 

The Company shall notify the Trustee of its fiscal year and any change thereof. 

SECTION 3.3. Governing Law. 
 This Twelfth Supplemental Indenture and each 3.30% Note shall be governed by and construed in accordance with the laws of the State of New York. This Twelfth Supplemental Indenture is subject to the
provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions. 

SECTION 3.4. Counterparts. 
 This Twelfth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental
Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above. 
  

			
	NATIONAL RETAIL PROPERTIES, INC.,
	    as Issuer
		
	By:	 	  

		 	Kevin B. Habicht
		 	Executive Vice President,
		 	Chief Financial Officer,
		 	Assistant Secretary and Treasurer
	
	U.S. BANK NATIONAL ASSOCIATION,
	    as Trustee
		
	By:	 	  

		 	Terence T. Rawlins
		 	Vice President