Exhibit 4.3


 


Officers’ Certificate

Pursuant to Sections 201, 301 and 303 of the Indenture


 


Dated:  March 11, 2005


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 7/8% Senior  Debentures due 2035
(the “Securities”) and the form of certificate evidencing the Securities have
been complied with, and whether the conditions in the Indenture relating to the
authentication and delivery by the Trustee of the Securities have been complied
with, certify that (i) the title and terms of the Securities were
established by the undersigned pursuant to authority delegated to them by
resolutions duly adopted by the Board of Directors of the Company on March 3,
2005 (the “Resolutions”) and such terms are set forth in Annex I hereto (it
being understood that, in the event that Securities are ever issued in
definitive certificated form, the legends appearing as the first two paragraphs
on the first page of such form of Securities may be removed), (ii) the form of
certificate evidencing the Securities 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 Securities 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, the form of certificate
evidencing the Securities and the execution, authentication and delivery of the
Securities 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