exv4w2



 



Exhibit 4.2

Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation (“DTC”), 55 Water Street, New
York, New York, to the Company (as defined below) or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), 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.



This Security is a Global Security within the meaning set forth in the
Indenture hereinafter referred to and is registered in the name of DTC or a
nominee of DTC. This Security is exchangeable for Securities registered in the
name of a person other than DTC or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as
a whole by DTC to a nominee of DTC or another nominee of DTC or by DTC or its
nominee to a successor Depository or its nominee.




    	 	 	 
	Registered
            No. 001 
	 	PRINCIPAL AMOUNT 
	CUSIP No.: 202218 AG 8	 	$150,000,000.00 (subject to revision 
	 	 	                               as set forth below)







COMMERCIAL NET LEASE REALTY, INC.




6.25% NOTE DUE 2014




     COMMERCIAL NET LEASE REALTY, INC., a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
“Company” which term shall include any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, upon presentation, the principal sum of
ONE HUNDRED FIFTY MILLION AND 00/100THS DOLLARS ($150,000,000.00), as may be
revised by the Schedule of Increases or Decreases in Global Security attached
hereto, on June 15, 2014 and to pay interest on the outstanding principal
amount thereon from June 18, 2004, or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 in each year, commencing
December 15, 2004, at the rate of 6.25% per annum, until the entire principal
hereof is paid or made available for payment. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Regular Record Date for such
interest which shall be the June 1 or December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date, and may either be paid to
the Person in whose name this Security is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of the Securities not

more than 15 days and not less than 10 days prior to such Special Record Date,



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or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payment of the principal of and interest on this
Security will be made at the office or agency maintained for that purpose in
the City of Charlotte, North Carolina, or elsewhere as provided in the
Indenture, 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 6.25% Notes (other than payments of principal and interest due
at 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 of the Person entitled thereto located within
the United States, provided, that such Person owns 6.25% 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.




     Securities of this series are one of a duly authorized issue of securities
of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of March 25, 1998 (as so
supplemented, herein called the “Indenture”), between the Company and Wachovia
Bank, National Association, as successor trustee to First Union National Bank
(herein called the “Trustee,” which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto,
including, the Fifth Supplemental Indenture thereto, dated June 18, 2004
between the Company and the Trustee, reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are authenticated and delivered. This
Security is one of the series designated in the first page thereof, initially
limited in aggregate principal amount to $150,000,000, provided, that the
Company may, without the consent of the Holders of the Outstanding 6.25% Notes,
“reopen” this series of Securities so as to increase the aggregate principal
amount of 6.25% Notes Outstanding in compliance with the procedures set forth
in the Indenture, including Sections 3.1 and 3.3 thereof, 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 6.25% Notes then
Outstanding.



     Securities of this series may be redeemed at any time at the option of the
Company, in whole or in part, upon notice of not more than 60 nor less than 30
days prior to the Redemption Date, at a redemption price equal to the sum of
(i) the principal amount of the Securities being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Securities.



     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Security.



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     If an Event of Default with respect to the Securities shall occur and be
continuing, the principal of the Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.



     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any interest on or
after the respective due dates expressed herein.



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series of Securities then Outstanding
affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.



     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and Make-Whole Amount, if
any) and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any Place of Payment where the principal of
(and Make-Whole Amount, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.



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     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.



     This 6.25% Note is a Global Security. As provided in and subject to the
provisions of the Indenture, definitive Securities shall be issued to all
owners of beneficial interests in a Global Security in exchange for such
interests if: (1) the depositary with respect to the 6.25% Notes (which shall
initially be DTC) notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or the depositary ceases to be
a clearing agency registered under the Exchange Act, at a time when the
depositary is required to be so registered in order to act as depositary, and
in each case a successor depositary is not appointed by the Company within 90
days of such notice; (2) an Event of Default has occurred and is continuing and
the Security Registrar has received a request from the depositary or (3) the
Company executes and delivers to the Trustee and Security Registrar an
Officers’ Certificate stating that such Global Security shall be so
exchangeable. In connection with the exchange of an entire Global Security for
definitive Securities pursuant to this paragraph, such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the depositary in exchange for its beneficial interest in
such Global Security, an equal aggregate principal amount of definitive
Securities of authorized denominations.



     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in this Security, or because of any indebtedness evidenced
hereby or thereby, shall be had against any promoter, as such, or against any
past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company 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 Security by the Holder thereof and as part of the
consideration for the issue of the Securities of this series.



     All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



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     THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to
be printed on the Securities of this series as a convenience to the Holders of
such Securities. No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Securities, and reliance may be placed
only on the other identification numbers printed hereon.



     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



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  IN WITNESS WHEREOF, COMMERCIAL NET LEASE
    REALTY, INC. has caused this instrument to be duly executed under its corporate
    seal.
  

	Dated: June 18, 2004	 	 	 	 
	 	 	COMMERCIAL NET LEASE REALTY, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	[SEAL]

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
            

          
	 	 	 	 
	Secretary
	 	 	 	 







TRUSTEE’S CERTIFICATE OF AUTHENTICATION:



     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.



    	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
	 	 	ASSOCIATION, as Trustee
	 	 	 	 	 
	 
	 	 	 	 
	Dated:
            June 18, 2004 
	 	By:	 	 
	 
	 	 	 	
  
	 
	 	 	 	Authorized Signatory







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ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby

Sells, assigns and transfers unto



PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE









  (Please Print or Typewrite Name and
    Address including

    Zip Code of Assignee)
        
 




the within Security of Commercial Net Lease Realty, Inc. and hereby does
irrevocably constitute and appoint



 









Attorney to transfer said Security on the books of the within-named Company with full power
of substitution in the premises.



    	 	 	 	 
	Dated: 	
	 	

	 	
  
          
	 	
  






NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.




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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



The following increases or decreases in this Global Security have been made:




    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Date
	 	Amount of Decrease	 	Amount of Increase	 	Principal Amount of	 	Signature of
	 
	 	in Principal Amount	 	in Principal Amount	 	this Global	 	Authorized Officer
	 
	 	of this Global	 	of this Global	 	Security Following	 	of Trustee or
	 
	 	Security	 	Security	 	Such Increase or	 	Custodian
	 
	 	 	 	 	 	 	 	 	 	Decrease	 	 	 	 
	 

          
     
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

          
     
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

          
     
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

          
     








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