Form 305B2

Registration Statement No. 333-132095


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM T-1

 


STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) x

 


U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 


31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

  55402
(Address of principal executive offices)   (Zip Code)

Stephanie Moore

U.S. Bank National Association

225 Water Street, 7th Fl

Jacksonville, FL 32202

(904)358-5363

(Name, address and telephone number of agent for service)

National Retail Properties, Inc.

(Exact name of obligor as specified in its charter)

 

Maryland   56-1431377
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

450 South Orange Avenue

Suite 900

Orlando, Florida

  32801
(Address of Principal Executive Offices)   (Zip Code)

Debt Securities

(Title of the Indenture Securities)

 



FORM T-1

 

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

 

  a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

 

  b) Whether it is authorized to exercise corporate trust powers.

Yes

 

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

 

Items 3-15   Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any
Indenture for which the Trustee acts as Trustee.

 

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

 

  1. A copy of the Articles of Association of the Trustee.*

 

  2. A copy of the certificate of authority of the Trustee to commence business.*

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

 

  4. A copy of the existing bylaws of the Trustee.*

 

  5. A copy of each Indenture referred to in Item 4. Not applicable.

 

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

  7. Report of Condition of the Trustee as of June 30, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

 

2


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, State of Florida on the 6th of September, 2006.

 

By:  

/s/ Stephanie Moore

  Stephanie Moore
  Authorized Agent

 

By:  

/s/ John C. Stephens III

  John C. Stephens III
  Authorized Agent

 

3


Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 6, 2006

 

By:  

/s/ Stephanie Moore

  Stephanie Moore
  Authorized Agent

 

By:  

/s/ John C. Stephens III

  John C. Stephens III
  Authorized Agent


Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2006

($000’s)

 

     6/30/2006

Assets

  

Cash and Due From Depository Institutions

   $ 7,250,783

Securities

     38,280,379

Federal Funds

     3,206,234

Loans & Lease Financing Receivables

     138,643,464

Fixed Assets

     1,738,725

Intangible Assets

     11,772,884

Other Assets

     11,661,480
      

Total Assets

   $ 212,553,949

Liabilities

  

Deposits

   $ 135,429,440

Fed Funds

     9,690,491

Treasury Demand Notes

     0

Trading Liabilities

     370,355

Other Borrowed Money

     32,369,084

Acceptances

     0

Subordinated Notes and Debentures

     6,909,696

Other Liabilities

     6,518,843
      

Total Liabilities

   $ 191,287,909

Equity

  

Minority Interest in Subsidiaries

   $ 1,033,230

Common and Preferred Stock

     18,200

Surplus

     11,804,040

Undivided Profits

     8,410,170
      

Total Equity Capital

   $ 21,265,640

Total Liabilities and Equity Capital

   $ 212,553,549

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

 

U.S. Bank National Association
By:  

/s/ Stephanie Moore

  Authorized Agent

Date: September 6, 2006