Exhibit 4.3


 


Officers’ Certificate

Pursuant to Sections 201, 301 and 303 of the Indenture


 


Dated:
[·], 2021


 


The undersigned, Sumit Roy,
President and Chief Executive Officer, and Michael R. Pfeiffer, Executive Vice President, Chief Administrative Officer, 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 terms of
(i) $500,000,000 aggregate principal amount of the Company’s 4.600% Notes due 2024 (the “New 2024 Notes”), (ii) $550,000,000
aggregate principal amount of the Company’s 4.625% Notes due 2025 (the “New 2025 Notes”), (iii) $600,000,000 aggregate
principal amount of the Company’s 4.875% Notes due 2026 (the “New 2026 Notes”), (iv) $600,000,000 aggregate principal
amount of the Company’s 3.950% Notes due 2027 (the “New 2027 Notes”), (v) $600,000,000 aggregate principal amount
of the Company’s 3.400% Notes due 2028 (the “New 3.400% 2028 Notes”), (vi) $500,000,000 aggregate principal amount
of the Company’s 2.200% Notes due 2028 (the “New 2.200% 2028 Notes”), (vii) $600,000,000 aggregate principal amount
of the Company’s 3.100% Notes due 2029 (the “New 2029 Notes”) and (viii) $700,000,000 aggregate principal amount
of the Company’s 2.850% Notes due 2032 (the “New 2032 Notes,” and, together with the New 2024 Notes, the 2025 Notes,
the New 2026 Notes, the New 2027 Notes, the New 3.400% 2028 Notes, the New 2.200% 2028 Notes, the New 2029 Notes, the “New Notes”
), and the form of certificate evidencing the New Notes of each series to be issued on the date hereof, have been complied with, and whether
the conditions in the Indenture relating to the authentication and delivery by the Trustee of the New Notes of such series to be issued
on the date hereof have been complied with, certify that (i) the title and terms of the New Notes of each series to be issued on
the date hereof were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of
Directors of the Company on [·], 2021 (the “Resolutions”) and such
terms are set forth in Annex I hereto, (ii) the form of certificates evidencing the New Notes of each series to be issued on
the date hereof 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 II (it being understood that, in the event that the New Notes of each 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 New Notes of such series to be issued on the date hereof 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 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 New Notes of each 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 New Notes of each series, the form of certificate evidencing the New Notes of each
series and the execution, authentication and delivery of the New Notes of each 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 New
Notes of each series.


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 


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


 


	By:	 	 
	 	Name:	 Sumit Roy	 
	 	Title: 	President and Chief Executive Officer	 



 


	By:	 	 
	 	Name: 	Michael R. Pfeiffer	 
	 	Title: 	Executive Vice President, Chief Administrative Officer, General
Counsel and Secretary	 






 






     


     


    

 


ANNEX I


 


CAPITALIZED TERMS USED
IN THIS ANNEX I AND NOT OTHERWISE DEFINED HEREIN HAVE THE SAME DEFINITIONS AS IN THE INDENTURE REFERRED TO IN THE OFFICERS’
CERTIFICATE OF WHICH THIS ANNEX I CONSTITUTES A PART.


 


(1)            A
series of debt securities is hereby established under the Indenture, and such series of debt securities shall be known and designated
as the “            % Notes due            ” (the “Securities”).


 


(2)            The
aggregate principal amount of the Securities which may be authenticated and delivered under the Indenture is limited to $             ,
except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture; provided, however, that such series
of Securities may be re-opened by the Company for the issuance of additional Securities of such series, so long as any such additional
Securities of such series have the same form and terms (other than, if applicable, the offering price, underwriting or other discounts
and commissions, the date of issuance, the first date on which interest thereon shall be payable and the date from which interest thereon
shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Securities of such series theretofore
issued; provided, however, that, notwithstanding the foregoing, such series of Securities may not be reopened if the Company has effected
defeasance or covenant defeasance with respect to the Securities of such series pursuant to Section 1402 and 1403, respectively,
of the Indenture or has effected satisfaction and discharge with respect to the Securities of such series pursuant to Section 401
of the Indenture.


 


(3)            The
Securities of such series are issuable only as Registered Securities without coupons and may, but need not, bear a corporate seal. 
The Securities of such series shall initially be issued in book-entry form and represented by one or more permanent Global Securities
of such series, the initial depositary (the “Depositary”) for the Global Securities of such series shall be The Depository
Trust Company and the depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the Global Securities
of such series from time to time.  Notwithstanding the foregoing, certificated Securities of such series in definitive form may be
issued in exchange for Global Securities of such series under the circumstances contemplated by Section 305 of the Indenture.


 


(4)            The
Securities of such series shall be sold by the Company to the several underwriters named in the purchase agreement dated                 ,             ,
for whom                     are acting as representatives, at a price equal to           %
of the principal amount thereof.  The initial price to public of the Securities shall be                  %
of the principal amount thereof, plus accrued interest from                 ,               if    
settlement occurs after that date.  Underwriting discounts and commissions shall be         % of the principal
amount of the Securities.


 


(5)            The
final maturity date of the Securities on which the principal thereof is due and payable shall be              ,              .


 


(6)            The
principal of the Securities shall bear interest at the rate of                    % per
annum from             ,             or from the most recent date to which interest has been
paid or duly provided for, payable semiannually in arrears on              and              (each,
an “Interest Payment Date”) of each year, commencing            ,             ,
to the Persons in whose names the Securities (or one or more Predecessor Securities of such series) are registered at the close of business
on the              and                (each,
a “Regular Record Date”), respectively, immediately prior to such Interest Payment Dates, regardless of whether such Regular
Record Date is a Business Day.  Interest on the Securities will be computed on the basis of a 360-day year of twelve 30-day months. 
If any principal of, or premium, if any, or interest on, any of the Securities is not paid when due, then such overdue principal and,
to the extent permitted by law, such overdue premium or interest, as the case may be, shall bear interest until paid or until such payment
is duly provided for at the rate               % per annum.


 






     


     


    

 


(7)            Los
Angeles, California is hereby designated as a Place of Payment for the Securities of such series.  The place where the principal
of and premium, if any, and interest on the Securities of such series shall be payable, where Securities of such series may be surrendered
for the registration of transfer or exchange, and where notices or demands to or upon the Company in respect of the Securities of such
series and the Indenture may be served shall be the office or agency maintained by the Company for such purpose in Los Angeles, California,
which shall initially be an office of the Trustee in Los Angeles, California, which on the date hereof is located at The Bank of New York
Mellon Trust Company, N.A., Attention: Corporate Trust Administration, 400 South Hope Street, Suite 400, Los Angeles, CA 90071; provided,
that, so long as any Certificated Notes (as defined in the form of Security of such series which appears as Annex II to the Officers’
Certificate of which this Annex I is a part) are outstanding, the Borough of Manhattan, The City of New York shall also be a Place of
Payment for the Securities of such series and the Company will maintain an office or agency in the Borough of Manhattan, The City of New
York where the principal of and premium, if any, and interest on the Securities of such series shall be payable, where Securities of such
series may be surrendered for registration of transfer or exchange, and where notices or demands to or upon the Company in respect of
the Securities of such series and the Indenture may be served.


 


(8)            The
Securities of such series are redeemable at any time, as a whole or from time to time in part, at the option of the Company on the terms
and subject to the conditions set forth in the Indenture and in the form of Security of such series which appears as Annex II to
the Officers’ Certificate of which this Annex I is a part.


 


(9)            The
Securities of such series shall not be repayable or redeemable at the option of the Holders prior to the final maturity date of the principal
thereof (except as provided in Article Five of the Indenture) and shall not be subject to a sinking fund or analogous provision.


 


(10)          The
Securities of such series shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(11)          The
Trustee shall be the initial trustee, Security Registrar, transfer agent and Paying Agent for the Securities of such series.


 


(12)          The
entire outstanding principal amount of the Securities of such series shall be payable upon declaration of acceleration of the maturity
of the Securities of such series pursuant to Section 502 of the Indenture.


 


(13)          Payment
of the principal of and premium, if any, and interest on the Securities of such series shall be made in Dollars and the Securities of
such series shall be denominated in Dollars.


 


(14)          Other
than amounts payable upon redemption of the Securities at the option of the Company prior to          ,          ,
the amount of payments of principal of and premium, if any, and interest on the Securities of such series shall not be determined with
reference to an index, formula or other similar method.


 


(15)          Neither
the Company nor the Holders of the Securities of such series shall have any right to elect the currency in which such payments are made.


 


(16)          With
respect to the Securities of such series, in addition to the covenants of the Company set forth in the Indenture, the covenants set forth
in the form of Security of such series attached as Annex II to the Officers’ Certificate of which this Annex I is a part
under the captions “Limitation on Incurrence of Total Debt,” “Limitation on Incurrence of Secured Debt,” “Debt
Service Coverage” and “Maintenance of Total Unencumbered Assets” (collectively, the “Additional Covenants”)
shall be and hereby are added to the Indenture for the benefit of the Securities of such series and the Holders of the Securities of such
series, and the Additional Covenants, together with the defined terms (the “Additional Definitions”) set forth in such form
of Security of such series under the caption “Certain Definitions,” are hereby incorporated by reference in and made a part
of this Annex I and the Indenture as if set forth in full herein and therein; provided that the Additional Definitions set forth
in the Securities of such series shall only be applicable with respect to the Securities of such series and the Additional Definitions
and the Additional Covenants set forth in the Securities of such series shall only be effective, insofar as they apply to the Securities
of such series, for so long as any of the Securities of such series is Outstanding; provided, further, that except as set forth in (24)
below, the definition of “Subsidiary” set forth in the form of certificate evidencing the Securities of such series attached
as Annex II to the Officers’ Certificate of which this Annex I is a part shall only be applicable with respect to the Additional
Covenants and the Additional Definitions set forth in the Securities of such series.


 






     


     


    

 


(17)          The
Securities of such series will not be issuable as Bearer Securities, and temporary global certificates will not be issued.


 


(18)          Except
as otherwise provided in the Indenture with respect to the payment of Defaulted Interest on the Securities of such series, interest on
any Security of such series shall be payable only to the Person in whose name that Security (or one or more Predecessor Securities of
such series) is registered at the close of business on the Regular Record Date for such interest.


 


(19)          Sections 1402
and 1403 of the Indenture shall apply to the Securities of such series, provided that (i) the Company may effect defeasance and covenant
defeasance pursuant to Section 1402 and 1403, respectively, only with respect to all (and not less than all) of the Outstanding Securities
of such series and (ii) in addition to the covenants specifically referred to by section number in Section 1403 of the Indenture
(insofar as such covenants apply to the Securities of such series), the Additional Covenants applicable to the Securities of such series
shall also be subject to covenant defeasance pursuant to Section 1403.


 


(20)          The
Securities of such series will be authenticated and delivered as provided in Section 303 of the Indenture.


 


(21)          The
Company shall not be required to pay Additional Amounts with respect to the Securities of such series as contemplated by Section 1010
of the Indenture.


 


(22)          The
Securities of such series shall not be convertible or exchangeable into Common Stock or Preferred Stock.


 


(23)          The
Securities of such series will be senior obligations of the Company.


 


(24)          Insofar
as Section 801 of the Indenture is applicable to the Securities of such series, the term “Subsidiary,” as such term is
used in Section 801(2) of the Indenture, shall have the meaning set forth in the form of Security of such series attached as
Annex II to the Officers’ Certificate of which this Annex I is a part (instead of the meaning set forth in Section 101
of the Indenture), and the term “indebtedness,” as used in Section 801(2) of the Indenture, shall be deemed to include,
without limitation, “Debt” and “Secured Debt” (as such terms are defined in the form of Security of such series
attached as Annex II to the Officers’ Certificate of which this Annex I is a part).


 


(25)          The
provisions of Section 1011 of the Indenture shall be applicable with respect to any term, provision or condition set forth in the
Additional Covenants applicable to the Securities of such series, in addition to any term, provision and condition set forth in Sections
1004 to 1008, inclusive, of the Indenture.


 


(26)          The
Securities of such series shall have such other terms and provisions as are set forth in the form of certificate evidencing the Securities
of such series attached as Annex II to the Officers’ Certificate of which this Annex I is a part, all of which terms and
provisions are incorporated by reference in and made a part of this Annex I and the Indenture as if set forth in full herein and
therein.


 


(27)          As
used in the Indenture with respect to the Securities of such series and in the certificates evidencing the Securities of such series,
all references to “premium” on the Securities of such series shall mean any amounts (other than accrued interest) payable
upon the redemption of any Securities of such series in excess of 100% of the principal amount of such Securities.


 


(28)          Payments
of principal of and premium, if any, and interest on Global Securities of such series will be made by the Company by wire transfer of
immediately available funds to an account maintained by the payee located in the United States.  In the event that any Securities
of such series are issued in the form of Certificated Notes (as defined in the form of Security of such series which appears as Annex II
to the Officers’ Certificate of which this Annex I is a part) payments of principal of and premium, if any, and interest on
such Certificated Notes of such series shall be made in the manner set forth in the form of Security of such series which appears as Annex II
to the Officers’ Certificate of which this Annex I is a part and in the Indenture.


 






     


     


    

 


ANNEX II


 


[Form of Certificate]


 






     


     


    

 


ANNEX III


 


[Resolutions]