Exhibit 4.1


 





Execution
Version


 



THIRD
SUPPLEMENTAL INDENTURE, dated as of November 9, 2021 (this “Third Supplemental Indenture”), by and among VEREIT
Operating Partnership, L.P., a Delaware limited partnership (f/k/a ARC Properties Operating Partnership, L.P.) (the “Issuer”),
Rams MD Subsidiary I, Inc., a Maryland corporation (f/k/a VEREIT, Inc.) (the “Parent”), and U.S. Bank
National Association, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Issuer, the Parent,
the other Initial Guarantors party thereto and the Trustee executed an indenture, dated as of February 6, 2014 (the “Base
Indenture” and, as amended and supplemented to date, including by the First Supplemental Indenture, the Second Supplemental
Indenture and the VEREIT Officer’s Certificates, the “Indenture”), as amended and supplemented by (i) the
first supplemental indenture, dated as of February 9, 2015 (the “First Supplemental Indenture”), by and among
the Issuer, the Parent and the Trustee, (ii) the officer’s certificate dated February 6, 2014, relating to the 4.600%
Notes due 2024 (the “2024 Notes”), the officer’s certificate dated June 2, 2016, relating to the 4.875%
Notes due 2026 (the “2026 Notes”), the officer’s certificate dated August 11, 2017, relating to the 3.950%
Notes due 2027 (the “2027 Notes”), the officer’s certificate dated October 16, 2018, relating to the 4.625%
Notes due 2025 (the “2025 Notes”), the officer’s certificate dated December 4, 2019, relating to the 3.100%
Notes due 2029 (the “2029 Notes”), the officer’s certificate dated June 29, 2020, relating to the 3.400%
Notes due 2028 (the “January 2028 Notes”), and the officer’s certificate dated November 17, 2020 (together
with the foregoing officer’s certificates, the “VEREIT Officer’s Certificates”), relating to the 2.200%
Notes due 2028 (the “June 2028 Notes”) and the 2.850% Notes due 2032 (the “2032 Notes” and
together with the 2024 Notes, the 2026 Notes, the 2027 Notes, the 2025 Notes, the 2029 Notes, the January 2028 Notes and the June 2028
Notes, the “Notes”) and (iii) the second supplemental indenture, dated as November 1, 2021 (the “Second
Supplemental Indenture”), by and among the Issuer, VEREIT, Inc., Rams MD Subsidiary I, Inc. and the Trustee;


 


WHEREAS,
the Issuer and the Parent have entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Realty
Income Corporation, a Maryland corporation (“RI”), Rams MD Subsidiary I, Inc., a wholly owned subsidiary of RI,
and Rams Acquisition Sub II, LLC, a wholly owned subsidiary of RI (“Merger Sub 2”), pursuant to which, among other
things, (i) Merger Sub 2 has merged with and into the Issuer, with the Issuer continuing as the surviving entity (the “Partnership
Merger”), and (ii) immediately thereafter, VEREIT, Inc. merged with and into Rams MD Subsidiary I, Inc., with
Rams MD Subsidiary I, Inc. continuing as the surviving corporation (the “Merger” and, together with the Partnership
Merger, the “Mergers”);


 


WHEREAS, in connection with
the Mergers, RI has offered holders of the Notes to exchange (the “RI Exchange Offer”) any and all of the Outstanding
Notes for corresponding series of notes of RI on the terms and subject to the conditions set forth in the prospectus relating to the offers
to exchange and solicitations of consents, dated as of October 25, 2021 (the “Prospectus”), forming a part of
RI’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on
October 8, 2021 and declared effective by the SEC on October 22, 2021;


 


WHEREAS, Section 9.02 of
the Base Indenture provides that, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities
of each series affected by such supplemental indenture at the time Outstanding, voting as separate classes (the “Requisite Consents”),
the Issuer, when authorized by a Board Resolution, and the Trustee may from time to time enter into an indenture supplemental to the Indenture
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner not covered by Section 9.01 of the Base Indenture the rights of the holders
of the Securities of such series under the Indenture, subject to certain exceptions set forth in Section 9.02 of the Base Indenture;


 






     


     


    

 


WHEREAS, in connection with
the RI Exchange Offer, RI has also solicited consents from holders of the Notes to certain amendments (the “Proposed Amendments”)
to the Indenture as described in the Prospectus and set forth in Article 1 of this Third Supplemental Indenture;


 


WHEREAS, RI has received and
caused to be delivered to the Trustee evidence of the consents from holders of a majority of the outstanding aggregate principal amount
of each series of the Notes, voting as separate classes, to effect the Proposed Amendments under the Indenture;


 


WHEREAS, the Issuer is undertaking
to execute and deliver this Third Supplemental Indenture to delete or amend, as applicable, certain provisions and covenants in the Indenture
and the VEREIT Officer’s Certificates in connection with the RI Exchange Offer and the related consent solicitation;


 


WHEREAS, the execution and delivery
of this Third Supplemental Indenture has been authorized by a Board Resolution; and


 


WHEREAS, except as otherwise
defined herein in this Third Supplemental Indenture, capitalized terms used in this Third Supplemental Indenture have the meanings specified
in the Indenture. If the definition of any of the terms defined herein differs from its respective definition set forth in the Indenture,
the definition set forth in this Third Supplemental Indenture shall control.


 


NOW, THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and for the
equal and proportionate benefit of the holders of the Notes, the Issuer, the Parent and the Trustee hereby agree as follows:


 


ARTICLE ONE


 


AMENDMENT


 


From and after the Effective
Date (as defined below), the Indenture (including without limitation the VEREIT Officer’s Certificates) are hereby amended as follows:


 


Section 1.01.  Reports
by the Issuers.  Solely with respect to the Notes, Section 5.03 of the Base Indenture is deleted in its entirety and replaced
with the following:


 


Section 5.03 [Intentionally Omitted].


 


Section 1.02.  Covenants.


 


(a)            Solely
with respect to the Notes, Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 4.09 of the Base Indenture are deleted in their entirety and
replaced, respectively, with the following:


 


Section 4.03 [Intentionally Omitted].


 


Section 4.04 [Intentionally Omitted].


 






     


     


    

 


Section 4.05 [Intentionally Omitted].


 


Section 4.06 [Intentionally Omitted].


 


Section 4.07 [Intentionally Omitted].


 


Section 4.08 [Intentionally Omitted].


 


Section 4.09 [Intentionally Omitted].


 


(b)            Solely
with respect to the 2026 Notes, the 2027 Notes, the 2025 Notes, the 2029 Notes, the January 2028 Notes, the June 2028 Notes
and the 2032 Notes, Sections 18(a), (b), (c), (d), (e), (f), (g) and (h) of Annex A of the VEREIT Officer’s Certificates
relating to such Notes are deleted in their entirety and replaced, respectively, with the following:


 


(a)  [Intentionally Omitted].


 


(b)  [Intentionally Omitted].


 


(c)  [Intentionally Omitted].


 


(d)  [Intentionally Omitted].


 


(e)  [Intentionally Omitted].


 


(f)  [Intentionally Omitted].


 


(g)  [Intentionally Omitted].


 


(h)  [Intentionally Omitted].


 


(c)            Solely
with respect to the 2024 Notes, Sections 18(a), (b), (c), (d), (e) and (f) of Annex A of the VEREIT Officer’s Certificate
relating to the 2024 Notes are deleted in their entirety and replaced, respectively, with the following:


 


(a)  [Intentionally Omitted].


 


(b)  [Intentionally Omitted].


 


(c)  [Intentionally Omitted].


 


(d)  [Intentionally Omitted].


 


(e)  [Intentionally Omitted].


 


(f)  [Intentionally Omitted].


 






     


     


    

 


Section 1.03. Effects
of Section 1.01 and 1.02.     Any and all references to any Articles and Sections of the Indenture
which are deleted by any Article or Section of this Third Supplemental Indenture, and any and all obligations related solely
to such deleted Articles or Sections throughout the Indenture, with respect to the applicable series of Notes, are of no further force
or effect. Any and all terms defined in the Indenture or Notes which are (i) used in any Articles or Sections of the Indenture or
Notes deleted by any Article or Section of this Third Supplemental Indenture and (ii) not otherwise used in any other Article or
Section of the Indenture or Notes not affected by this Third Supplemental Indenture are hereby deleted. By consenting to the Proposed
Amendments, each Holder of the Notes will be deemed to have waived any Default, Event of Default or other consequence under the Indenture
for failure to comply with the terms of the provisions identified in Sections 1.01 and 1.02 above (whether before or after the date hereof).


 


ARTICLE TWO


 


EFFECTIVENESS


 


Section 2.01.     Effectiveness.
Requisite Consents having been received, this Third Supplemental Indenture shall become a binding agreement between the parties hereto
when executed by the parties hereto. Notwithstanding the foregoing, the amendments to the Base Indenture and the VEREIT Officer’s
Certificates set forth herein shall become effective only on and as of the date on which each of the following has been satisfied (the
 “Effective Date”): (a) RI has delivered to The Depository Trust Company for all validly tendering holders of the
Notes (who have not validly withdrawn such tenders) the aggregate amount to be paid to such validly tendering holders the Total Consideration
or Exchange Consideration, as applicable and as each is defined in the Prospectus, upon the terms and subject to the conditions in the
Prospectus, due to such validly tendering holders and (b) RI notifies the Trustee that the Notes that are validly tendered (and not
validly withdrawn) have been accepted for exchange by RI in accordance with the terms of the Prospectus.


 


ARTICLE THREE


 


MISCELLANEOUS PROVISIONS


 


Section 3.01.  Indenture. 
Except as amended hereby, the Base Indenture, the VEREIT Officer’s Certificates and the Notes are in all respects ratified and confirmed
and all their terms shall remain in full force and effect.


 


Section 3.02. Indenture
and Supplemental Indenture Construed Together.


 


(a) This Third Supplemental
Indenture is an indenture supplemental to the Indenture (including without limitation the VEREIT Officer’s Certificates), and the
Indenture, the VEREIT Officer’s Certificates and this Third Supplemental Indenture shall henceforth be read and construed together.


 


(b) Upon the effectiveness
of this Third Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein”
or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.


 


(c) Upon the effectiveness
of this Third Supplemental Indenture, each reference in the Notes to the Indenture, including each term defined by reference to the Indenture,
shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.


 






     


     


    

 


Section 3.03.  Trustee’s
Disclaimer.  The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Third Supplemental
Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.


 


Section 3.04.  Governing
Law.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.


 


Section 3.05.  Counterparts. 
This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Third Supplemental Indenture and of signature
pages by facsimile or PDF transmission or other electronic means (including, without limitation, any .pdf file, .jpeg file, or any
other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and
National Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit,
Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden or expense to
the Trustee) shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be
used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF or other electronic means shall be deemed to be their original signatures and shall be valid, effective and legally binding as
if such electronic signatures were handwritten signatures for all purposes.


 


Section 3.06.  Headings. 
The Article and Section headings in this Third Supplemental Indenture are for convenience only and shall not affect the construction
of this Third Supplemental Indenture.


 


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SIGNATURES


 


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


 


	 	 	THE ISSUER:
	 	 	 	VEREIT OPERATING PARTNERSHIP, L.P.
	 	 	 	By:	RAMS MD SUBSIDIARY I, INC.
	 	 	 	its sole general partner
	 	 	 	 
	 	 	By:	/s/ Michelle Bushore
	 	 	 	Name: Michelle Bushore
	 	 	 	Title:	Executive Vice President, Chief Legal 

Officer, General Counsel
and Secretary
	 	 	 	 
	 	 	THE PARENT:
	 	 	 	RAMS MD SUBSIDIARY I, INC.
	 	 	 	 
	 	 	By:	/s/ Michelle Bushore
	 	 	 	Name: Michelle Bushore
	 	 	 	Title:	Executive Vice President, Chief Legal

 Officer, General Counsel
and Secretary
	 	 	 	 
	 	 	THE TRUSTEE:
	 	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	/s/ Karen Beard
	 	 	 	Name: Karen Beard
	 	 	 	Title: Vice President



 


[Signature Page to Supplemental Indenture]