Exhibit 4.3

 

Officers’ Certificate
  Pursuant to Sections 201, 301 and 303 of the Indenture

 

Dated: April 4, 2018

 

The undersigned, Paul M. 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 Mellon Trust Company, N.A., as successor 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 3.875% Notes due 2025 (the “Securities”), which will constitute a new series of the Company’s debt securities under the Indenture, and the form of certificate evidencing the Securities of such series have been complied with, and whether the conditions in the Indenture relating to the authentication and delivery by the Trustee of the Securities of such series have been complied with, certify that (i) the title and terms of the Securities of such series were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the Company on December 15, 2015 and March 13, 2018 (the “Resolutions”) and such terms are set forth in Annex A hereto, (ii) the form of certificate evidencing the Securities of such series was established by the undersigned pursuant to authority delegated to them by the Resolutions and shall be in substantially the form attached hereto as Annex B (it being understood that, in the event that the Securities of such series are ever issued in definitive certificated form, the legends appearing as the first two paragraphs on the first page of such form of certificate evidencing the Securities of such series may be removed), (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 C 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 Securities of such series 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 Securities of such series, the form of certificate evidencing the Securities of such series and the execution, authentication and delivery of the Securities of such series 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 Securities.

 

[SIGNATURE PAGE FOLLOWS]

 











 

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
    


 

Signature Page to Officers’ Certificate 
 Pursuant to Sections 201, 301 and 303 of the Indenture