Exhibit
4.3


 


Officers’
Certificate

Pursuant to Sections 201, 301 and 303 of the Indenture


 


Dated: November 24,
2003


 


The undersigned, Paul A. Meurer, Executive Vice President, Chief
Financial Officer and Treasurer, and Michael R. Pfeiffer, Executive Vice President,
General Counsel and Secretary, of Realty Income Corporation, a Maryland
corporation (the “Company”), hereby certify as follows:


 


The undersigned, having read the appropriate provisions of the
Indenture dated as of October 28, 1998 (the “Indenture”) between the
Company and The Bank of New York, as trustee (the “Trustee”), including
Sections 201, 301 and 303 thereof and the definitions in such Indenture
relating thereto, and certain other corporate documents and records, and having
made such examination and investigation as, in the opinion of the undersigned,
each considers necessary to enable the undersigned to express an informed
opinion as to whether or not conditions set forth in the Indenture relating to
the establishment of the title and terms of the Company’s 5.50% Senior Notes
due 2015 (the “Notes”) and the form of certificate evidencing the Notes have
been complied with, and whether the conditions in the Indenture relating to the
authentication and delivery by the Trustee of the Notes have been complied
with, certify that (i) the title and terms of the Notes were established
by the undersigned pursuant to authority delegated to them by resolutions duly
adopted by the Board of Directors of the Company on November 18, 2003 (the
“Resolutions”) and such terms are set forth in Annex I hereto (it being
understood that, in the event that Notes are ever issued in definitive
certificated form, the legends appearing as the first two paragraphs on the
first page of such form of Note may be removed), (ii) the form of certificate
evidencing the Notes was established by the undersigned pursuant to authority
delegated to them by the Resolutions and shall be in substantially the form
attached as Annex II hereto, (iii) a true, complete and correct copy of the Resolutions,
which were duly adopted by the Board of Directors of the Company and are in
full force and effect in the form adopted on the date hereof, are attached as
Annex III hereto and are also attached as an exhibit to the Certificate of the
Secretary of the Company of even date herewith, (iv) the form, title and terms
of the Notes have been established pursuant to and in accordance with Sections
201 and 301 of the Indenture and comply with the Indenture and, in the opinion
of the undersigned, all conditions provided for in the Indenture (including,
without limitation, those set forth in Sections 201, 301 and 303 of the
Indenture) relating to the establishment of the title and terms of the Notes,
the form of certificate evidencing the Notes and the execution, authentication
and delivery of the Notes have been complied with and (v) to the best knowledge
of the undersigned, no Event of Default (as defined in the Indenture) has
occurred and is continuing with respect to the Notes.


 


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IN WITNESS WHEREOF, we have hereunto set our hands as of the date first
written above.


 


	
   

  	
  /s/ Paul M. Meurer

  
	
   

  	
  Paul M. Meurer

  
	
   

  	
  Executive Vice
  President, Chief Financial Officer

  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael R. Pfeiffer

  
	
   

  	
  Michael R. Pfeiffer

  
	
   

  	
  Executive Vice
  President, General Counsel and 

  Secretary