Exhibit 4.4
Officers’ Certificate
Pursuant to Sections 201, 301 and 303 of the Indenture
Dated: December 5, 2023
The undersigned, Jonathan Pong, Senior Vice President
and Head of Corporate Finance, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant 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 5.750% Notes
due 2031 (the “2031 Notes”), which will constitute a new series of the Company’s debt securities under the Indenture,
and the title and terms of the Company’s 6.000% Notes due 2039 (the “2039 Notes” and, together with the 2031 Notes,
the “Securities”), which will also constitute a new series of the Company’s debt securities under the Indenture, and
the respective forms of certificate evidencing the Securities of each 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 each such series have been complied with,
certify that (i) the title and terms of the Securities of each 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 June 3, 2021, June 15, 2021 and February 14,
2023 and by a duly authorized committee of the Board of Directors of the Company on June 24, 2021 (the “Resolutions”)
and such terms are set forth and incorporated by reference in Annex A-1 hereto (in the case of the 2031 Notes) and Annex A-2 hereto
(in the case of the 2039 Notes), (ii) the respective forms of certificate evidencing the Securities of each such series were 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-1 (in the case of the 2031 Notes) and Annex B-2 hereto (in the case of the 2039 Notes) (it being understood that, in the
event that the Securities of either such series are ever issued in definitive certificated form, the legends appearing on the first page of
the 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 by any committee designated 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 each 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 each such series, the respective forms of certificate evidencing the Securities of each such series and the execution,
authentication and delivery of the Securities of each 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 of either such series.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, we have hereunto set our hands
as of the date first written above.
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/s/ Jonathan Pong |
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Jonathan Pong |
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Senior Vice President and Head of Corporate Finance |
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/s/ Bianca Martinez |
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Bianca Martinez |
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Senior Vice President, Associate General Counsel
and Assistant Secretary |
Signature Page to Officers’ Certificate
Pursuant to Sections
201, 301 and 303 of the Indenture
ANNEX A-1
Terms of the 5.750% Notes due 2031
For purposes of this Annex A-1, the term “Securities”
shall have the meaning set forth in Section (1) below, the term “Form of Security” means the form of certificate
evidencing the Securities of the series established by this Annex A-1 that is attached as Annex B-1 to the Officers’ Certificate
of which this Annex A-1 is a part; the term “Indenture” means the Indenture dated as of October 28, 1998 between the
Company and the Trustee, as amended or supplemented from time to time (including as provided in this Annex A-1), and including the terms
of the Securities of the series established by this Annex A-1 set forth and incorporated by reference in this Annex A-1; the terms “U.S.
dollars,” “USD” and “$” mean “Dollars” (as defined in the Indenture); and the terms “sterling,”
“£” and “GBP” mean the lawful currency of the United Kingdom. Other capitalized terms that are used in this
Annex A-1 and not otherwise defined in this Annex A-1 but that are defined in the Indenture have the same respective meanings as in the
Indenture.
(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 “5.750% Notes due 2031” (the “Securities”).
(2) The
aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited to
£300,000,000, 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 from time to time 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 original 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 (notwithstanding anything to the contrary in
the Indenture) 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 Common Depositary (as defined in the Form of Security)
for the Global Securities of such series shall be The Bank of New York Mellon, London Branch, as Common Depositary for Clearstream (as
defined in the Form of Security) and Euroclear (as defined in the Form of Security), and the depositary arrangements shall be
those employed by Euroclear, Clearstream and the Common Depositary from time to time. Notwithstanding the foregoing, certificated Securities
of such series in definitive form (“Certificated Securities”) may be issued in exchange for Global Securities of such series
under the circumstances contemplated by Section 305 of the Indenture (as amended and supplemented as provided in this Annex A-1).
(4) The
Securities of such series shall be sold by the Company to the several underwriters named in the Purchase Agreement dated November 28,
2023 at a price equal to 98.648% of the principal amount thereof. The initial price to public of the Securities of such series shall be
99.298% of the principal amount thereof, plus accrued interest from December 5, 2023 if settlement occurs after that date. Underwriting
discounts and commissions shall be 0.650% of the principal amount of the Securities of such series.
(5) The
final maturity date of the Securities of such series on which the principal thereof is due and payable shall be December 5,
2031.
(6) The
interest rate on the Securities of such series, the manner in which the amount of interest payable on the Securities of such series shall
be calculated, the Persons to whom interest on the Securities of such series shall be payable and the Interest Payment Dates and the Regular
Record Dates of the Securities of such series shall all be as set forth in the Form of Security.
(7) London,
England is hereby designated as a Place of Payment for the Securities of such series (provided that, anything in the Indenture (including,
without limitation, Sections 305 and 1002 thereof) to the contrary notwithstanding, the Company shall not be required to maintain an office
or agency for the registration of transfer or exchange of the Securities of such series, nor shall it be required to maintain a Security
Register or Security Registrar for the Securities of such series, in London, England), and the place in London, England where the principal
of, premium, if any, and interest on, and Additional Amounts (as defined in the Form of Security), if any, in respect of, the Securities
of such series shall be payable shall be the office or agency maintained by the Company for such purpose in London, England from time
to time, which shall initially be an office of The Bank of New York Mellon, London Branch in London, England, which on the date hereof
is located at The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom. In addition, the
Company shall maintain an office or agency in Chicago, Illinois where Securities of such series may be surrendered for the registration
of transfer or exchange, where a Security Register and Security Registrar for the Securities of such series shall be maintained, and where
notices or demands to or upon the Company in respect of the Securities of such series and the Indenture may be served, which office or
agency shall initially be an office of the Trustee in Chicago, Illinois, which on the date hereof is located at The Bank of New York
Mellon Trust Company, N.A., 311 South Wacker Drive, Suite 6200B, Floor 62, Mailbox #44, Chicago, Illinois 60606; provided, that,
so long as any Certificated Securities of such series 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, and Additional Amounts, if any, in respect of 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 the option of the Company at the times and on the terms and subject to the conditions set
forth in the Form of Security and the Indenture. If less than all of the Outstanding Securities of such series (including, without
limitation, any Outstanding Securities of such series issued upon a re-opening of such series) are to be redeemed, the Securities of such
series (or portions thereof) to be redeemed shall be selected, in the case of Securities of such series in book-entry form evidenced by
one or more Global Securities, in accordance with the applicable procedures of Euroclear, Clearstream or the Common Depositary, as applicable,
or, in the case of any Certificated Securities of such series, by such method as the Trustee shall deem fair and appropriate, all as further
provided in the Indenture, and, for the avoidance of doubt, it is understood and agreed that the foregoing selection of Securities of
such series (or portions thereof) for redemption shall be made from among all of the Outstanding Securities of such series (including,
without limitation, any Outstanding Securities of such series issued upon a re-opening of such series), treated as a single class. No
Security of such series shall be redeemed in part unless the unredeemed principal amount of such Security is an authorized denomination
as set forth in Section (10) below.
(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 issuable in minimum denominations of £100,000 and integral multiples of £1,000 in excess
thereof.
(11) The
Trustee shall be the initial trustee, Security Registrar and transfer agent for the Securities of such series in Chicago, Illinois.
The Bank of New York Mellon, London Branch shall be the initial Paying Agent for the Securities of such series in London, England.
(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) The
Securities of such series shall be denominated in GBP and, except under the circumstances set forth in the Form of Security, payment
of the principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, the Securities of such series shall
be made in GBP.
(14) Other
than (i) for purposes of calculating (if applicable) any Redemption Price pursuant to the terms set forth in the Form of Security
and (ii) currency exchange rates that may be used to convert amounts payable on the Securities of such series into other currencies
if amounts payable on the Securities of such series shall become payable in a currency other than GBP under the circumstances set forth
in the Form of Security, the amount of payments of principal of, premium, if any, and interest on, and Additional Amounts, if any,
in respect of, 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 payments on the Securities
of such series 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 under the caption “Additional Covenants” (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 set forth in the Form of Security under the caption “Certain
Additional Definitions” (the “Additional Definitions”), are hereby incorporated by reference in and made a part of this
Annex A-1 and the Indenture as if set forth in full herein and therein; provided that the Additional Covenants and Additional Definitions
incorporated by reference in this Annex A-1 and the Indenture, and set forth in the Securities of such series, shall only be applicable
with respect to the Securities of such series; provided, further, that except as set forth in Section (24) below, the definition
of “Subsidiary” set forth in the Form of Security shall only be applicable with respect to the Additional Covenants and
the Additional Definitions incorporated by reference in this Annex A-1 and the Indenture and 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 payable
on any Security of such series on an Interest Payment Date (as such term is defined in the Form of Security) for the Securities 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 (as such term is defined in the Form of Security) for such interest.
(19) Subject
to the provisions of the immediately succeeding paragraph, 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.
Notwithstanding any discharge
of the Indenture with respect to the Securities of such series pursuant to Section 401 of the Indenture or any defeasance or covenant
defeasance with respect to the Securities of such series pursuant to Article Fourteen of the Indenture, and without limitation to
any of the provisions of the Indenture which, as provided in Section 401 or Article Fourteen of the Indenture, as applicable,
shall also survive any such discharge, defeasance or covenant defeasance, as the case may be, the provisions set forth in the Form of
Security under the caption “Payment of Additional Amounts” (including, without limitation, the obligation of the Company to
pay Additional Amounts) shall survive any such discharge, defeasance or covenant defeasance, as the case may be, and remain in full force
and effect and shall also survive any transfer by a Holder or beneficial owner of its Securities of such series or its beneficial interest
in Global Securities of such series.
(20) The
Securities of such series will be authenticated and delivered as provided in Section 303 of the Indenture; provided that, notwithstanding
anything in Section 303 or elsewhere in the Indenture to the contrary, the Securities of such series may, but need not, be executed
under the Company’s corporate seal (or a facsimile thereof).
(21) The
Company shall be required to pay Additional Amounts with respect to the Securities of such series on the terms and subject to the conditions
set forth in the Form of Security.
(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 (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).
(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 to the extent applicable with respect to the Securities of such series.
(26) The
Securities of such series shall have such other terms and provisions as are set forth in the Form of Security, all of which terms
and provisions are incorporated by reference in and made a part of this Annex A-1 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, premium, if any, and interest on, and Additional Amounts, if any, in respect of, 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. In the event that any Securities
of such series are issued in the form of Certificated Securities of such series, payments of principal of, premium, if any, and interest
on, and Additional Amounts, if any, in respect of, such Certificated Securities of such series shall be made in the manner set forth in
the Form of Security and in the Indenture.
(29) The
following provisions of the Indenture are hereby amended, amended and restated, deleted or supplemented, as the case may be, as set forth
below, provided that such amendments, amendments and restatements, deletions and supplements shall only be applicable insofar as the Indenture
relates to the Securities of such series and shall not be applicable with respect to any other series of debt securities issued under
the Indenture:
(a) The
definition of the term “Additional Amounts” appearing in Section 101 of the Indenture shall have the meaning set forth
in the Form of Security instead of the meaning set forth in the definition of such term in Section 101 of the Indenture.
(b) The
definition of the term “Business Day” appearing in Section 101 of the Indenture shall have the meaning set forth in the
Form of Security instead of the meaning set forth in the definition of such term in Section 101 of the Indenture;
(c) The
definition of the term “CEDEL” appearing in Section 101 of the Indenture is hereby amended and restated to read in full
as follows:
“ “Clearstream” means Clearstream Banking
S.A. or any successor securities clearing agency thereto.”
All other references to “CEDEL” appearing in the Indenture
are hereby amended to refer instead to “Clearstream”.
(d) The
definition of the term “Common Depositary” appearing in Sections 101 and 304 of the Indenture shall have the meaning set forth
in the Form of Security instead of the meaning set forth in the definition of such term in Sections 101 and 304 of the Indenture.
(e) The
definition of the term “Euroclear” appearing in Section 101 of the Indenture is hereby amended and restated to read in
full as follows:
“ “Euroclear” means Euroclear Bank SA/NV
or any successor securities clearing agency thereto.”
(f) The
definition of “Government Obligations” appearing in Section 101 of the Indenture is hereby amended by replacing the words
“United States” wherever such words appear in such definition with the words “United States of America”.
(g) Clause (ii) of
the proviso appearing in the definition of the term “Outstanding” in Section 101 of the Indenture is hereby amended and
restated to read in full as follows:
“(ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or calculation and that shall be Outstanding for such purpose shall
be equal to the Dollar equivalent of such principal amount, determined as of the second business day prior to the date of determining
whether Holders of the requisite principal amount of Outstanding Securities have given such request, demand, authorization, direction,
notice, consent or waiver or whether a quorum is present or the date of such calculation, as applicable;”
(h) Section 101
of the Indenture is hereby supplemented by adding the following definition in appropriate alphabetical order:
“ “Sterling,” “£” and “GBP”
mean the lawful currency of the United Kingdom.”
(i) The
definitions of the terms “United States” and “United States Person” appearing in Section 101 of the Indenture
shall have the respective meanings set forth in the Form of Security, instead of the meanings set forth in the respective definitions
of such terms in Section 101 of the Indenture.
(j) Notwithstanding
the provisions of the last paragraph of Section 203 of the Indenture, the Global Securities shall not bear the legend set forth in
such paragraph but shall instead bear the legends appearing on the Form of Security or such other or additional legends as may be
required or permitted by the Common Depositary, Euroclear or Clearstream from time to time.
(k) The
first three sentences of the fifth paragraph of Section 305 of the Indenture are hereby deleted and replaced with the following:
“Notwithstanding the foregoing, except
as otherwise specified pursuant to Section 301 of this Indenture, any permanent Global Security shall be exchangeable and transferable
only as provided in this paragraph. A Global Security may be transferred, in whole but not in part, only to the Common Depositary for
such Global Security or a nominee of the Common Depositary, or by a nominee of the Common Depositary to the Common Depositary, or to a
successor Common Depositary for such Global Security or a nominee of such successor Common Depositary. If at any time (i) Euroclear
or Clearstream notifies the Company that it is unwilling or unable to continue as a clearing agency for the Global Securities of any series
or if Euroclear or Clearstream ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended
(or any successor thereto), at any time when it is required to be so registered in order to act as a clearing agency for the Global Securities
of such series and in either such case a successor clearing agency is not appointed within 90 days after the Company receives such
notice or learns of such ineligibility, (ii) the Company determines that the Securities of such series shall no longer be represented
by Global Securities and executes and delivers to the Trustee an Officers’ Certificate to such effect or (iii) an Event of
Default with respect to the Securities of such series shall have occurred and be continuing and beneficial owners representing a majority
in aggregate principal amount of the Outstanding Securities of such series advise Euroclear and Clearstream to cease acting as clearing
agencies for the Global Securities of such series, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive
Securities of like series, rank, tenor and other terms in definitive form in an aggregate principal amount equal to the aggregate principal
amount of such Global Securities. Any Securities of such series in definitive form issued in exchange for beneficial interests in Global
Securities of such series shall be issued in authorized denominations and will be registered in such name or names as Euroclear or Clearstream,
as applicable, shall instruct the Security Registrar for the Securities of such series.”
(l) The
Global Securities of such series need not include the provision that would otherwise be required by the third paragraph of Section 307
of the Indenture.
(m) Section 704
is hereby amended by replacing the word “semiannually” each time it appears in such Section with the word “annually”.
(n) Section 801
of the Indenture is hereby amended by replacing the words “United States” appearing in such Section with the words “United
States of America”.
(o) The
provisions of the last paragraph of Section 1002 of the Indenture shall not be applicable with respect to the Securities of such
series unless the Company shall have effected defeasance or covenant defeasance of the Securities of such series pursuant to Article Fourteen
of the Indenture and thereafter a Conversion Event shall have occurred with respect to the Securities of such series, in which case the
Company shall maintain an exchange rate agent to determine the market exchange rate referred to in the second paragraph of Section 1405
of the Indenture for so long as such Conversion Event shall be continuing. Such exchange rate agent shall be a financial institution or
a financial services firm (or a subsidiary of either of the foregoing) of recognized standing appointed by the Company.
(p) Section 1002
of the Indenture is hereby supplemented by adding the following paragraph immediately after the last paragraph that currently appears
in such Section:
“If the Securities of any series
shall become or be payable in a currency (the “new currency”) other than the currency in which the Securities of such series
were originally payable, the Company shall maintain an office or agency where the Securities of such series may be presented or surrendered
for payment and where notices and demands to or upon the Company in respect of the Securities of such series and the Indenture may be
served in a major financial center or major city (selected by the Company in its reasonable discretion) in the country which issues such
new currency and maintain such office or agency for so long as the Securities of such series are payable in such new currency or, if no
single country is the issuer of such new currency, in a major financial center or major city (selected by the Company in its reasonable
discretion) in such country as the Company shall in its reasonable discretion deem appropriate, and such financial center or city, as
applicable, shall be deemed a Place of Payment for the Securities of such series so long as the Securities of such series shall be payable
in such new currency (except that the Company shall not be required to maintain an office or agency in such Place of Payment where Securities
of such series may be surrendered for registration of transfer or exchange or a Securities Registrar or Securities Register in such Place
of Payment); provided that the foregoing provisions of this sentence shall not affect the obligations of the Company to maintain an office
or agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered
for registration of transfer or exchange, where a Securities Register or Securities Registrar shall be maintained, or where notices and
demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, as the case may be, in such
place or places as may be required pursuant to the terms of the Securities of such series or this Indenture.”
(q) Section 1010
of the Indenture is hereby amended by deleting the words “except in the case of Section 502(1)” appearing in the first
paragraph of such Section and by adding the following proviso at the end of the first paragraph of such Section immediately
after the words “express mention is not made” and immediately before the period at the end of such paragraph:
“; provided that, notwithstanding the foregoing and also
notwithstanding anything in this Indenture to the contrary, if the Securities of any series (a) provide for the payment of Additional
Amounts and (b) further provide that such Additional Amounts, if any, shall be paid as additional interest on the Securities of such
series, then the references to “principal” and “premium” appearing in clause (2) of the first paragraph of
Section 501, clause (1)(B) of the second paragraph of Section 502 and clause (2) of the first paragraph of Section 503
of this Indenture shall not include any Additional Amounts that may be payable in respect of the principal of or premium, if any, on the
Securities of such series, and instead the references to Additional Amounts appearing in clause (1) of the first paragraph of Section 501,
clause (1)(A) of the second paragraph of Section 502 and clause (1) of the first paragraph of Section 503 of this
Indenture shall include all Additional Amounts payable in respect of the Securities of such series (including, without limitation, Additional
Amounts payable in respect of principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, the Securities
of such series).”
(r) Section 1010
of the Indenture is hereby amended and supplemented by deleting the last paragraph of such Section and inserting the following two
new paragraphs immediately after the first paragraph of such Section, such two new paragraphs to read in full as follows:
“If the Securities of any series
provide for the payment of Additional Amount and the Company becomes aware that any deduction or withholding for or on account of any
tax, duty, assessment or other governmental charge set forth or provided for in the Securities of such series shall be required with respect
to payments on such Securities, the Company will deliver to the Trustee and each Paying Agent on a date that is at least 30 days prior
to the date such deduction or withholding will be required (unless the obligation to deduct or withhold such taxes, assessments, duties
or other governmental charges arises less than 30 days prior to that date that such deduction or withholding will be required, in
which case the Company shall notify the Trustee and each Paying Agent promptly after the Company becomes aware that such requirement has
arisen) an Officers’ Certificate stating the fact that such deduction or withholding for or on account of any such taxes, duties,
assessments or other governmental charges will be required and specifying by country the amount, if any, required to be withheld on or
deducted from such payments to the Holders of Securities of that series or related coupons. If the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent, as applicable
shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of, or
premium, if any, or interest on, or Additional Amounts, if any, in respect of the Securities of such series until such time as it shall
have received an Officers’ Certificate advising otherwise and (2) to make all payments of principal of, and premium, if any,
and interest on, and Additional Amounts, if any, in respect of, the Securities of such series and related coupons without withholding
or deductions until otherwise advised.”
“If
the Securities of any series provide for the payment of Additional Amounts and if, at the time of deposit of any funds or Government
Obligations as contemplated by Section 401 or Section 1404 of this Indenture in connection with the satisfaction and discharge,
defeasance or covenant defeasance of the Securities of such series, the Company is required, or is aware that it will be required, to
pay Additional Amounts in respect of any principal of, or premium, if any, or interest on, or Additional Amounts in respect of, the Securities
of such series, then the funds and, if applicable, Government Securities so deposited must also be sufficient to pay and discharge such
Additional Amounts as and when the same shall become due and payable in accordance with the terms of this Indenture and the Securities
of such series.”
(s) The
first sentence of Section 1104 of the Indenture is hereby amended by replacing the reference to “30 days” with “15 days”.
(t) Clause (10) of
the third paragraph of Section 1104 of the Indenture is hereby amended and restated to read in full as follows:
“(10) the ISIN number,
CUSIP number and Common Code of such Securities, if any; and”.
(u) Article One
of the Indenture is hereby supplemented by adding a new Section 115 and a new Section 116, which shall appear in the following
order immediately after Section 114 of the Indenture and shall read in full as follows:
“SECTION 115. ELECTRONIC
SIGNATURES; CORPORATE SEAL
“The words “execution,”
“signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures
transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
and, except as otherwise set forth in the proviso to the last sentence of this Section 115, electronic signatures (including, without
limitation, DocuSign and AdobeSign). The use of electronically transmitted signatures, electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall
be of the same legal effect, validity and enforceability as a manually executed signature that is delivered physically or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing and anything
in this Indenture to the contrary notwithstanding, but subject, however, to the proviso to this sentence, (a) any Security, supplemental
indenture, Officers’ Certificate, Company Order, Company Request, Opinion of Counsel or other opinion of counsel, instrument, agreement
or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means
and formats and (b) all references in Section 303 or elsewhere in this Indenture to the execution, attestation or authentication
of any Security, coupon or certificate of authentication appearing on or attached to any Security by means of a manual or facsimile signature
shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats; provided that,
notwithstanding the foregoing, no Security, coupon, Officers’ Certificate delivered pursuant to Section 201, 301 or 303 of
this Indenture, Company Order delivered pursuant to Section 303 of this Indenture or supplemental indenture may be executed or attested
by DocuSign, AdobeSign or other electronic signature and no certificate of authentication on any Security may be executed by DocuSign,
AdobeSign or other electronic signature and, as provided in the last paragraph of Section 303 of the Indenture, each certificate
of authentication must be executed by the Trustee by manual signature of an authorized signatory.
“SECTION 116. ELECTRONIC
INSTRUCTIONS
“The Trustee shall have the right
to accept and act upon instructions from the Company, including funds transfer instructions (“Instructions”) given pursuant
to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Company shall provide to the Trustee
an incumbency certificate listing officers with the authority to provide such Instructions (“Relevant Officers”) and containing
specimen signatures of such Relevant Officers, which incumbency certificate shall be amended by the Company whenever a person is to be
added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling
in the absence of negligence or bad faith. The Company understands and agrees that the Trustee cannot determine the identity of
the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent
by a Relevant Officer listed on the incumbency certificate provided to the Trustee have been sent by such Relevant Officer. The
Company shall be responsible for ensuring that only Relevant Officers transmit such Instructions to the Trustee and that the Company and
all Relevant Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding that such directions
conflict or are inconsistent with a subsequent written instruction, other than losses, costs or expenses arising from the Trustee’s
negligence or bad faith. The Company agrees: (i) to assume (in the absence of negligence or bad faith on the part of the Trustee)
all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if
any) to be followed in connection with its transmission of Instructions provide to the Trustee a commercially reasonable degree of protection
in light of its particular needs and circumstances ; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
“As used in this Section 116,
"Electronic Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.
“The foregoing provisions of this
Section 116 shall not limit the provisions of Section 115 but are subject to the prohibition on the use of DocuSign, AdobeSign
or other electronic signatures under the circumstances set forth in Section 115.”
(30) Anything
in the Indenture, the Form of Security or this Annex A-1 to the contrary notwithstanding, in the event of any conflict between the
terms set forth in the Form of Security and the terms set forth in this Annex A-1, the terms set forth in the Form of Security
shall govern, and in the event of any conflict between the terms set forth in the Form of Security or this Annex A-1, on the one
hand, and the terms set forth in the Indenture, on the other hand, the terms of the Form of Security or this Annex A-1, as applicable,
shall govern.
ANNEX A-2
Terms of the 6.000% Notes due 2039
For purposes of this Annex A-2, the term “Securities”
shall have the meaning set forth in Section (1) below, the term “Form of Security” means the form of certificate
evidencing the Securities of the series established by this Annex A-2 that is attached as Annex B-2 to the Officers’ Certificate
of which this Annex A-2 is a part; the term “Indenture” means the Indenture dated as of October 28, 1998 between the
Company and the Trustee, as amended or supplemented from time to time (including as provided in this Annex A-2), and including the terms
of the Securities of the series established by this Annex A-2 set forth and incorporated by reference in this Annex A-2; the terms “U.S.
dollars,” “USD” and “$” mean “Dollars” (as defined in the Indenture); and the terms “sterling,”
“£” and “GBP” mean the lawful currency of the United Kingdom. Other capitalized terms that are used in this
Annex A-2 and not otherwise defined in this Annex A-2 but that are defined in the Indenture have the same respective meanings as in the
Indenture.
(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 “6.000% Notes due 2039” (the “Securities”).
(2) The
aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited to
£450,000,000, 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 from time to time 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 original 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 (notwithstanding anything to the contrary in
the Indenture) 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 Common Depositary (as defined in the Form of Security)
for the Global Securities of such series shall be The Bank of New York Mellon, London Branch, as Common Depositary for Clearstream (as
defined in the Form of Security) and Euroclear (as defined in the Form of Security), and the depositary arrangements shall be
those employed by Euroclear, Clearstream and the Common Depositary from time to time. Notwithstanding the foregoing, certificated Securities
of such series in definitive form (“Certificated Securities”) may be issued in exchange for Global Securities of such series
under the circumstances contemplated by Section 305 of the Indenture (as amended and supplemented as provided in this Annex A-2).
(4) The
Securities of such series shall be sold by the Company to the several underwriters named in the Purchase Agreement dated November 28,
2023 at a price equal to 98.600% of the principal amount thereof. The initial price to public of the Securities of such series shall be
99.250% of the principal amount thereof, plus accrued interest from December 5, 2023 if settlement occurs after that date. Underwriting
discounts and commissions shall be 0.650% of the principal amount of the Securities of such series.
(5) The
final maturity date of the Securities of such series on which the principal thereof is due and payable shall be December 5,
2039.
(6) The
interest rate on the Securities of such series, the manner in which the amount of interest payable on the Securities of such series shall
be calculated, the Persons to whom interest on the Securities of such series shall be payable and the Interest Payment Dates and the Regular
Record Dates of the Securities of such series shall all be as set forth in the Form of Security.
(7) London,
England is hereby designated as a Place of Payment for the Securities of such series (provided that, anything in the Indenture (including,
without limitation, Sections 305 and 1002 thereof) to the contrary notwithstanding, the Company shall not be required to maintain an office
or agency for the registration of transfer or exchange of the Securities of such series, nor shall it be required to maintain a Security
Register or Security Registrar for the Securities of such series, in London, England), and the place in London, England where the principal
of, premium, if any, and interest on, and Additional Amounts (as defined in the Form of Security), if any, in respect of, the Securities
of such series shall be payable shall be the office or agency maintained by the Company for such purpose in London, England from time
to time, which shall initially be an office of The Bank of New York Mellon, London Branch in London, England, which on the date hereof
is located at The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom. In addition, the
Company shall maintain an office or agency in Chicago, Illinois where Securities of such series may be surrendered for the registration
of transfer or exchange, where a Security Register and Security Registrar for the Securities of such series shall be maintained, and where
notices or demands to or upon the Company in respect of the Securities of such series and the Indenture may be served, which office or
agency shall initially be an office of the Trustee in Chicago, Illinois, which on the date hereof is located at The Bank of New York
Mellon Trust Company, N.A., 311 South Wacker Drive, Suite 6200B, Floor 62, Mailbox #44, Chicago, Illinois 60606; provided, that,
so long as any Certificated Securities of such series 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, and Additional Amounts, if any, in respect of 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 the option of the Company at the times and on the terms and subject to the conditions set
forth in the Form of Security and the Indenture. If less than all of the Outstanding Securities of such series (including, without
limitation, any Outstanding Securities of such series issued upon a re-opening of such series) are to be redeemed, the Securities of such
series (or portions thereof) to be redeemed shall be selected, in the case of Securities of such series in book-entry form evidenced by
one or more Global Securities, in accordance with the applicable procedures of Euroclear, Clearstream or the Common Depositary, as applicable,
or, in the case of any Certificated Securities of such series, by such method as the Trustee shall deem fair and appropriate, all as further
provided in the Indenture, and, for the avoidance of doubt, it is understood and agreed that the foregoing selection of Securities of
such series (or portions thereof) for redemption shall be made from among all of the Outstanding Securities of such series (including,
without limitation, any Outstanding Securities of such series issued upon a re-opening of such series), treated as a single class. No
Security of such series shall be redeemed in part unless the unredeemed principal amount of such Security is an authorized denomination
as set forth in Section (10) below.
(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 issuable in minimum denominations of £100,000 and integral multiples of £1,000 in excess
thereof.
(11) The
Trustee shall be the initial trustee, Security Registrar and transfer agent for the Securities of such series in Chicago, Illinois.
The Bank of New York Mellon, London Branch shall be the initial Paying Agent for the Securities of such series in London, England.
(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) The
Securities of such series shall be denominated in GBP and, except under the circumstances set forth in the Form of Security, payment
of the principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, the Securities of such series shall
be made in GBP.
(14) Other
than (i) for purposes of calculating (if applicable) any Redemption Price pursuant to the terms set forth in the Form of Security
and (ii) currency exchange rates that may be used to convert amounts payable on the Securities of such series into other currencies
if amounts payable on the Securities of such series shall become payable in a currency other than GBP under the circumstances set forth
in the Form of Security, the amount of payments of principal of, premium, if any, and interest on, and Additional Amounts, if any,
in respect of, 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 payments on the Securities
of such series 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 under the caption “Additional Covenants” (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 set forth in the Form of Security under the caption “Certain
Additional Definitions” (the “Additional Definitions”), are hereby incorporated by reference in and made a part of this
Annex A-2 and the Indenture as if set forth in full herein and therein; provided that the Additional Covenants and Additional Definitions
incorporated by reference in this Annex A-2 and the Indenture, and set forth in the Securities of such series, shall only be applicable
with respect to the Securities of such series; provided, further, that except as set forth in Section (24) below, the definition
of “Subsidiary” set forth in the Form of Security shall only be applicable with respect to the Additional Covenants and
the Additional Definitions incorporated by reference in this Annex A-2 and the Indenture and 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 payable
on any Security of such series on an Interest Payment Date (as such term is defined in the Form of Security) for the Securities 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 (as such term is defined in the Form of Security) for such interest.
(19) Subject
to the provisions of the immediately succeeding paragraph, 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.
Notwithstanding any discharge
of the Indenture with respect to the Securities of such series pursuant to Section 401 of the Indenture or any defeasance or covenant
defeasance with respect to the Securities of such series pursuant to Article Fourteen of the Indenture, and without limitation to
any of the provisions of the Indenture which, as provided in Section 401 or Article Fourteen of the Indenture, as applicable,
shall also survive any such discharge, defeasance or covenant defeasance, as the case may be, the provisions set forth in the Form of
Security under the caption “Payment of Additional Amounts” (including, without limitation, the obligation of the Company to
pay Additional Amounts) shall survive any such discharge, defeasance or covenant defeasance, as the case may be, and remain in full force
and effect and shall also survive any transfer by a Holder or beneficial owner of its Securities of such series or its beneficial interest
in Global Securities of such series.
(20) The
Securities of such series will be authenticated and delivered as provided in Section 303 of the Indenture; provided that, notwithstanding
anything in Section 303 or elsewhere in the Indenture to the contrary, the Securities of such series may, but need not, be executed
under the Company’s corporate seal (or a facsimile thereof).
(21) The
Company shall be required to pay Additional Amounts with respect to the Securities of such series on the terms and subject to the conditions
set forth in the Form of Security.
(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 (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).
(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 to the extent applicable with respect to the Securities of such series.
(26) The
Securities of such series shall have such other terms and provisions as are set forth in the Form of Security, all of which terms
and provisions are incorporated by reference in and made a part of this Annex A-2 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, premium, if any, and interest on, and Additional Amounts, if any, in respect of, 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. In the event that any Securities
of such series are issued in the form of Certificated Securities of such series, payments of principal of, premium, if any, and interest
on, and Additional Amounts, if any, in respect of, such Certificated Securities of such series shall be made in the manner set forth in
the Form of Security and in the Indenture.
(29) The
following provisions of the Indenture are hereby amended, amended and restated, deleted or supplemented, as the case may be, as set forth
below, provided that such amendments, amendments and restatements, deletions and supplements shall only be applicable insofar as the Indenture
relates to the Securities of such series and shall not be applicable with respect to any other series of debt securities issued under
the Indenture:
(a) The
definition of the term “Additional Amounts” appearing in Section 101 of the Indenture shall have the meaning set forth
in the Form of Security instead of the meaning set forth in the definition of such term in Section 101 of the Indenture.
(b) The
definition of the term “Business Day” appearing in Section 101 of the Indenture shall have the meaning set forth in the
Form of Security instead of the meaning set forth in the definition of such term in Section 101 of the Indenture;
(c) The
definition of the term “CEDEL” appearing in Section 101 of the Indenture is hereby amended and restated to read in full
as follows:
“ “Clearstream” means Clearstream Banking
S.A. or any successor securities clearing agency thereto.”
All other references to “CEDEL” appearing in the Indenture
are hereby amended to refer instead to “Clearstream”.
(d) The
definition of the term “Common Depositary” appearing in Sections 101 and 304 of the Indenture shall have the meaning set forth
in the Form of Security instead of the meaning set forth in the definition of such term in Sections 101 and 304 of the Indenture.
(e) The
definition of the term “Euroclear” appearing in Section 101 of the Indenture is hereby amended and restated to read in
full as follows:
“ “Euroclear” means Euroclear Bank SA/NV
or any successor securities clearing agency thereto.”
(f) The
definition of “Government Obligations” appearing in Section 101 of the Indenture is hereby amended by replacing the words
“United States” wherever such words appear in such definition with the words “United States of America”.
(g) Clause (ii) of
the proviso appearing in the definition of the term “Outstanding” in Section 101 of the Indenture is hereby amended and
restated to read in full as follows:
“(ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or calculation and that shall be Outstanding for such purpose shall
be equal to the Dollar equivalent of such principal amount, determined as of the second business day prior to the date of determining
whether Holders of the requisite principal amount of Outstanding Securities have given such request, demand, authorization, direction,
notice, consent or waiver or whether a quorum is present or the date of such calculation, as applicable;”
(h) Section 101
of the Indenture is hereby supplemented by adding the following definition in appropriate alphabetical order:
“ “Sterling,” “£” and “GBP”
mean the lawful currency of the United Kingdom.”
(i) The
definitions of the terms “United States” and “United States Person” appearing in Section 101 of the Indenture
shall have the respective meanings set forth in the Form of Security, instead of the meanings set forth in the respective definitions
of such terms in Section 101 of the Indenture.
(j) Notwithstanding
the provisions of the last paragraph of Section 203 of the Indenture, the Global Securities shall not bear the legend set forth in
such paragraph but shall instead bear the legends appearing on the Form of Security or such other or additional legends as may be
required or permitted by the Common Depositary, Euroclear or Clearstream from time to time.
(k) The
first three sentences of the fifth paragraph of Section 305 of the Indenture are hereby deleted and replaced with the following:
“Notwithstanding the foregoing, except
as otherwise specified pursuant to Section 301 of this Indenture, any permanent Global Security shall be exchangeable and transferable
only as provided in this paragraph. A Global Security may be transferred, in whole but not in part, only to the Common Depositary for
such Global Security or a nominee of the Common Depositary, or by a nominee of the Common Depositary to the Common Depositary, or to a
successor Common Depositary for such Global Security or a nominee of such successor Common Depositary. If at any time (i) Euroclear
or Clearstream notifies the Company that it is unwilling or unable to continue as a clearing agency for the Global Securities of any series
or if Euroclear or Clearstream ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended
(or any successor thereto), at any time when it is required to be so registered in order to act as a clearing agency for the Global Securities
of such series and in either such case a successor clearing agency is not appointed within 90 days after the Company receives such
notice or learns of such ineligibility, (ii) the Company determines that the Securities of such series shall no longer be represented
by Global Securities and executes and delivers to the Trustee an Officers’ Certificate to such effect or (iii) an Event of
Default with respect to the Securities of such series shall have occurred and be continuing and beneficial owners representing a majority
in aggregate principal amount of the Outstanding Securities of such series advise Euroclear and Clearstream to cease acting as clearing
agencies for the Global Securities of such series, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive
Securities of like series, rank, tenor and other terms in definitive form in an aggregate principal amount equal to the aggregate principal
amount of such Global Securities. Any Securities of such series in definitive form issued in exchange for beneficial interests in Global
Securities of such series shall be issued in authorized denominations and will be registered in such name or names as Euroclear or Clearstream,
as applicable, shall instruct the Security Registrar for the Securities of such series.”
(l) The
Global Securities of such series need not include the provision that would otherwise be required by the third paragraph of Section 307
of the Indenture.
(m) Section 704
is hereby amended by replacing the word “semiannually” each time it appears in such Section with the word “annually”.
(n) Section 801
of the Indenture is hereby amended by replacing the words “United States” appearing in such Section with the words “United
States of America”.
(o) The
provisions of the last paragraph of Section 1002 of the Indenture shall not be applicable with respect to the Securities of such
series unless the Company shall have effected defeasance or covenant defeasance of the Securities of such series pursuant to Article Fourteen
of the Indenture and thereafter a Conversion Event shall have occurred with respect to the Securities of such series, in which case the
Company shall maintain an exchange rate agent to determine the market exchange rate referred to in the second paragraph of Section 1405
of the Indenture for so long as such Conversion Event shall be continuing. Such exchange rate agent shall be a financial institution or
a financial services firm (or a subsidiary of either of the foregoing) of recognized standing appointed by the Company.
(p) Section 1002
of the Indenture is hereby supplemented by adding the following paragraph immediately after the last paragraph that currently appears
in such Section:
“If the Securities of any series
shall become or be payable in a currency (the “new currency”) other than the currency in which the Securities of such series
were originally payable, the Company shall maintain an office or agency where the Securities of such series may be presented or surrendered
for payment and where notices and demands to or upon the Company in respect of the Securities of such series and the Indenture may be
served in a major financial center or major city (selected by the Company in its reasonable discretion) in the country which issues such
new currency and maintain such office or agency for so long as the Securities of such series are payable in such new currency or, if no
single country is the issuer of such new currency, in a major financial center or major city (selected by the Company in its reasonable
discretion) in such country as the Company shall in its reasonable discretion deem appropriate, and such financial center or city, as
applicable, shall be deemed a Place of Payment for the Securities of such series so long as the Securities of such series shall be payable
in such new currency (except that the Company shall not be required to maintain an office or agency in such Place of Payment where Securities
of such series may be surrendered for registration of transfer or exchange or a Securities Registrar or Securities Register in such Place
of Payment); provided that the foregoing provisions of this sentence shall not affect the obligations of the Company to maintain an office
or agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered
for registration of transfer or exchange, where a Securities Register or Securities Registrar shall be maintained, or where notices and
demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, as the case may be, in such
place or places as may be required pursuant to the terms of the Securities of such series or this Indenture.”
(q) Section 1010
of the Indenture is hereby amended by deleting the words “except in the case of Section 502(1)” appearing in the first
paragraph of such Section and by adding the following proviso at the end of the first paragraph of such Section immediately
after the words “express mention is not made” and immediately before the period at the end of such paragraph:
“; provided that, notwithstanding the foregoing and also
notwithstanding anything in this Indenture to the contrary, if the Securities of any series (a) provide for the payment of Additional
Amounts and (b) further provide that such Additional Amounts, if any, shall be paid as additional interest on the Securities of such
series, then the references to “principal” and “premium” appearing in clause (2) of the first paragraph of
Section 501, clause (1)(B) of the second paragraph of Section 502 and clause (2) of the first paragraph of Section 503
of this Indenture shall not include any Additional Amounts that may be payable in respect of the principal of or premium, if any, on the
Securities of such series, and instead the references to Additional Amounts appearing in clause (1) of the first paragraph of Section 501,
clause (1)(A) of the second paragraph of Section 502 and clause (1) of the first paragraph of Section 503 of this
Indenture shall include all Additional Amounts payable in respect of the Securities of such series (including, without limitation, Additional
Amounts payable in respect of principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, the Securities
of such series).”
(r) Section 1010
of the Indenture is hereby amended and supplemented by deleting the last paragraph of such Section and inserting the following two
new paragraphs immediately after the first paragraph of such Section, such two new paragraphs to read in full as follows:
“If the Securities of any series
provide for the payment of Additional Amount and the Company becomes aware that any deduction or withholding for or on account of any
tax, duty, assessment or other governmental charge set forth or provided for in the Securities of such series shall be required with respect
to payments on such Securities, the Company will deliver to the Trustee and each Paying Agent on a date that is at least 30 days
prior to the date such deduction or withholding will be required (unless the obligation to deduct or withhold such taxes, assessments,
duties or other governmental charges arises less than 30 days prior to that date that such deduction or withholding will be required,
in which case the Company shall notify the Trustee and each Paying Agent promptly after the Company becomes aware that such requirement
has arisen) an Officers’ Certificate stating the fact that such deduction or withholding for or on account of any such taxes, duties,
assessments or other governmental charges will be required and specifying by country the amount, if any, required to be withheld on or
deducted from such payments to the Holders of Securities of that series or related coupons. If the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent, as applicable
shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of, or
premium, if any, or interest on, or Additional Amounts, if any, in respect of the Securities of such series until such time as it shall
have received an Officers’ Certificate advising otherwise and (2) to make all payments of principal of, and premium, if any,
and interest on, and Additional Amounts, if any, in respect of, the Securities of such series and related coupons without withholding
or deductions until otherwise advised.”
“If
the Securities of any series provide for the payment of Additional Amounts and if, at the time of deposit of any funds or Government
Obligations as contemplated by Section 401 or Section 1404 of this Indenture in connection with the satisfaction and discharge,
defeasance or covenant defeasance of the Securities of such series, the Company is required, or is aware that it will be required, to
pay Additional Amounts in respect of any principal of, or premium, if any, or interest on, or Additional Amounts in respect of, the Securities
of such series, then the funds and, if applicable, Government Securities so deposited must also be sufficient to pay and discharge such
Additional Amounts as and when the same shall become due and payable in accordance with the terms of this Indenture and the Securities
of such series.”
(s) The
first sentence of Section 1104 of the Indenture is hereby amended by replacing the reference to “30 days” with “15 days”.
(t) Clause (10) of
the third paragraph of Section 1104 of the Indenture is hereby amended and restated to read in full as follows:
“(10) the ISIN number,
CUSIP number and Common Code of such Securities, if any; and”.
(u) Article One
of the Indenture is hereby supplemented by adding a new Section 115 and a new Section 116, which shall appear in the following
order immediately after Section 114 of the Indenture and shall read in full as follows:
“SECTION 115. ELECTRONIC
SIGNATURES; CORPORATE SEAL
“The words “execution,”
“signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures
transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
and, except as otherwise set forth in the proviso to the last sentence of this Section 115, electronic signatures (including, without
limitation, DocuSign and AdobeSign). The use of electronically transmitted signatures, electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall
be of the same legal effect, validity and enforceability as a manually executed signature that is delivered physically or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing and anything
in this Indenture to the contrary notwithstanding, but subject, however, to the proviso to this sentence, (a) any Security, supplemental
indenture, Officers’ Certificate, Company Order, Company Request, Opinion of Counsel or other opinion of counsel, instrument, agreement
or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means
and formats and (b) all references in Section 303 or elsewhere in this Indenture to the execution, attestation or authentication
of any Security, coupon or certificate of authentication appearing on or attached to any Security by means of a manual or facsimile signature
shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats; provided that,
notwithstanding the foregoing, no Security, coupon, Officers’ Certificate delivered pursuant to Section 201, 301 or 303 of
this Indenture, Company Order delivered pursuant to Section 303 of this Indenture or supplemental indenture may be executed or attested
by DocuSign, AdobeSign or other electronic signature and no certificate of authentication on any Security may be executed by DocuSign,
AdobeSign or other electronic signature and, as provided in the last paragraph of Section 303 of the Indenture, each certificate
of authentication must be executed by the Trustee by manual signature of an authorized signatory.
“SECTION 116. ELECTRONIC
INSTRUCTIONS
“The Trustee shall have the right
to accept and act upon instructions from the Company, including funds transfer instructions (“Instructions”) given pursuant
to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Company shall provide to the Trustee
an incumbency certificate listing officers with the authority to provide such Instructions (“Relevant Officers”) and containing
specimen signatures of such Relevant Officers, which incumbency certificate shall be amended by the Company whenever a person is to be
added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling
in the absence of negligence or bad faith. The Company understands and agrees that the Trustee cannot determine the identity of
the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent
by a Relevant Officer listed on the incumbency certificate provided to the Trustee have been sent by such Relevant Officer. The
Company shall be responsible for ensuring that only Relevant Officers transmit such Instructions to the Trustee and that the Company and
all Relevant Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding that such directions
conflict or are inconsistent with a subsequent written instruction, other than losses, costs or expenses arising from the Trustee’s
negligence or bad faith. The Company agrees: (i) to assume (in the absence of negligence or bad faith on the part of the Trustee)
all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if
any) to be followed in connection with its transmission of Instructions provide to the Trustee a commercially reasonable degree of protection
in light of its particular needs and circumstances ; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
“As used in this Section 116,
"Electronic Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.
“The foregoing provisions of this
Section 116 shall not limit the provisions of Section 115 but are subject to the prohibition on the use of DocuSign, AdobeSign
or other electronic signatures under the circumstances set forth in Section 115.”
(30) Anything
in the Indenture, the Form of Security or this Annex A-2 to the contrary notwithstanding, in the event of any conflict between the
terms set forth in the Form of Security and the terms set forth in this Annex A-2, the terms set forth in the Form of Security
shall govern, and in the event of any conflict between the terms set forth in the Form of Security or this Annex A-2, on the one
hand, and the terms set forth in the Indenture, on the other hand, the terms of the Form of Security or this Annex A-2, as applicable,
shall govern.
ANNEX B-1
Form of 5.750% Note due 2031
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE
OF A COMMON DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
CERTIFICATED FORM AS AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON
DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON
DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR ITS NOMINEE.
UNLESS THIS SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR,” WHICH TERM INCLUDES ANY SUCCESSOR SECURITIES CLEARING
AGENCY THERETO) OR CLEARSTREAM BANKING S.A. (“CLEARSTREAM,” WHICH TERM INCLUDES ANY SUCCESSOR CLEARING AGENCY THERETO, AND
TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
PRINCIPAL
AMOUNT: £
REGISTERED NO.: R-
CUSIP NO.: 756109 BW3
ISIN NO.: XS2728570750
Common Code: 272857075
REALTY INCOME CORPORATION
5.750% NOTES DUE 2031
Realty Income Corporation, a
Maryland corporation (the “Company,” which term shall include any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered assigns, the principal sum of Pounds Sterling (as defined below) on December 5,
2031 (the “Final Maturity Date”), and to pay interest thereon from and including December 5, 2023, or from and including
the most recent date to which interest has been paid or duly provided for, annually in arrears on December 5 of each year (each,
an “Interest Payment Date”), commencing December 5, 2024, at the rate of 5.750% per annum, until the entire principal
amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (as defined below) (or one or more Predecessor
Securities) is registered in the Security Register applicable to the Notes at the close of business on the Regular Record Date (as defined
below) immediately preceding such Interest Payment Date (regardless of whether such Regular Record Date is a Business Day (as defined
below)). Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest on the Notes will be computed on the basis of the actual number
of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest
was paid on the Notes (or from and including December 5, 2023 if no interest has been paid on the Notes) to but excluding the next
scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International
Capital Market Association. If any principal of, premium, if any, or interest on, or Additional Amounts (as defined below), if any, in
respect of, any of the Notes is not paid when due, then such overdue principal and, to the extent permitted by law, such overdue premium,
interest or Additional Amounts, as the case may be, shall bear interest, until paid or until such payment is duly provided for, at the
rate of 5.750% per annum.
If any Interest Payment Date,
the Final Maturity Date, any Redemption Date, any Maturity or any other date on which the principal of, or premium, if any, or interest
on, or Additional Amounts, if any, in respect of, a Note becomes due and payable falls on a day that is not a Business Day, the required
payment may be made on the next succeeding Business Day with the same force and effect as if it were made on such Interest Payment Date,
Final Maturity Date, Redemption Date, Maturity or other date on which any such amount becomes due and payable and no interest will accrue
on the amount so payable for the period from and after such Interest Payment Date, Final Maturity Date, Redemption Date, Maturity or other
date on which any such amount becomes due and payable, as the case may be.
Except as provided in the next
paragraph and in the proviso to this sentence, all payments of principal of, and premium, if any, and interest on, and Additional Amounts,
if any, in respect of, the Notes will be made in GBP (as defined below); provided that if GBP is unavailable to the Company due to the
imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the Notes will be made in Dollars
until GBP is again available to the Company. In such circumstances, the amount payable on any date in GBP will be converted into Dollars
at the rate mandated by the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) as of the close of business
on the second Business Day prior to the relevant payment date or, if the Board of Governors of the U.S. Federal Reserve System (or any
successor thereto) has not mandated a rate of conversion, on the basis of the most recent Dollar/GBP exchange rate published in The Wall
Street Journal (or any successor thereto) on or prior to the second Business Day prior to the relevant payment date. Any payment in respect
of the Notes so made in Dollars under such circumstances will not constitute an Event of Default with respect to the Notes under the Indenture.
Neither the Trustee nor any Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
The Notes may also be payable
in a currency other than GBP if (a) the Company effects defeasance or covenant defeasance with respect to the Notes pursuant to Article Fourteen
of the Indenture and (b) thereafter a Conversion Event occurs with respect to GBP and shall be continuing, all as more fully provided
in Section 1405 of the Indenture.
If this Note is a Global Security,
all payments of principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, this Note will be made
by the Company by wire transfer of immediately available funds to an account maintained by the payee. If this Note is not a Global Security
(a “Certificated Note”), payments of interest on this Note may be made, at the Company’s option, by mailing a check
to the address of the Person entitled thereto, as such address appears in the Security Register for the Notes, or by wire transfer to
an account maintained by the payee, all on the terms set forth in the Indenture; provided, however, that a Holder of £4.0 million
or more in aggregate principal amount of Certificated Notes will be entitled to receive payments of interest due on any Interest Payment
Date by wire transfer of immediately available funds to an account maintained by such Holder so long as such Holder has given appropriate
wire transfer instructions to the Trustee or a Paying Agent for the Notes at least 10 calendar days prior to the applicable Interest Payment
Date. Any such wire transfer instructions will remain in effect until revoked by such Holder or until such Person ceases to be a Holder
of £4.0 million or more in aggregate principal amount of Certificated Notes.
Payments of principal of, and
premium, if any, and interest on, and Additional Amounts, if any, in respect of, Certificated Notes that are due and payable on the Final
Maturity Date, any Redemption Date, any Maturity or any other date on which principal of such Notes is due and payable will be made by
wire transfer of immediately available funds to accounts specified by the Holders thereof, so long as such Holders have given appropriate
wire transfer instructions to the Trustee or a Paying Agent, against surrender of such Notes to the Trustee or a Paying Agent; provided
that installments of interest on Certificated Notes that are due and payable on any Interest Payment Date falling on or prior to such
Final Maturity Date, Redemption Date, Maturity or other date on which principal of such Notes is payable will be paid in the manner described
in the preceding paragraph to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such
at the close of business on the relevant Regular Record Date according to the terms and provisions of the Notes and the Indenture.
This Note is one of a duly authorized
issue of Securities of the Company (herein called the “Notes”), issued as a series of Securities under an indenture dated
as of October 28, 1998 (herein called, together with all indentures supplemental thereto, the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee,”
which term includes any successor trustee under the Indenture with respect to the Notes), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the duly authorized series designated as the “5.750% Notes due 2031.” All terms used in this Note which
are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.
Optional Redemption
Prior to October 5, 2031
(the “Par Call Date”), the Notes may be redeemed at any time in whole or from time to time in part at the option of the Company
at a Redemption Price equal to the greater of:
(a) 100% of the principal
amount of the Notes to be redeemed, and
(b) the sum
of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest
accrued to the applicable Redemption Date), assuming that the Notes matured and that accrued and unpaid interest on the Notes was payable
on the Par Call Date, discounted to such Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate
(as defined below) plus 25 basis points,
plus, in the case of both clauses (a) and
(b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date.
On and after the Par Call Date,
the Notes may be redeemed at any time in whole or from time to time in part at the option of the Company at a Redemption Price equal to
100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being
redeemed to the applicable Redemption Date.
Notwithstanding the foregoing,
installments of interest on Notes whose Stated Maturity is on or prior to a Redemption Date for the Notes will be payable to the Persons
who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of the Indenture.
“Comparable
Government Bond Rate” means, with respect to any Redemption Date for the Notes, the price, expressed as a percentage (rounded
to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they
were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption
yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond
prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Company.
“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent
investment bank selected by Company, a United Kingdom government bond whose maturity is closest to the Par Call Date or, if such independent
investment bank in its discretion determines that such similar bond is not in issue, such other United Kingdom government bond as such
independent investment bank may, with the advice of the three brokers of, and/or market makers in, United Kingdom government bonds selected
by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
Redemption for Changes in Taxes
If (1)(a) as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of the United States (as defined
below) or any political subdivision or taxing authority thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”),
or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties,
regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published
administrative practice), which change or amendment becomes effective on or after November 28, 2023, the Company becomes or will
become obligated to pay any Additional Amounts or (b) any act is taken by a Relevant Taxing Jurisdiction on or after November 28,
2023, whether or not such act is taken with respect to the Company or any affiliate of the Company, that results in a substantial probability
that the Company will or may be required to pay any Additional Amounts, and (2) the Company determines, in its business judgment,
that the obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to it, including by making payments
through a different Paying Agent (provided that such reasonable measures do not include substitution of another entity as the obligor
under the Notes), then the Company may, at its option, redeem the Notes, in whole but not in part, at a Redemption Price equal to 100%
of the principal amount of the Notes, plus accrued and unpaid interest on the Notes to the applicable Redemption Date. Notwithstanding
the foregoing, installments of interest on Notes whose Stated Maturity is on or prior to a Redemption Date for the Notes will be payable
to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of the Indenture. No redemption pursuant to this paragraph
may be made unless the Company has received a written opinion of independent counsel to the effect that, as a result of such change or
amendment the Company has become or will become obligated to pay, or that such act taken by a Relevant Taxing Jurisdiction has resulted
in a substantial probability that the Company will or may be required to pay, any Additional Amounts, and the Company shall have delivered
to the Trustee such legal opinion together with an Officers’ Certificate stating that, based on such opinion, the Company is entitled
to redeem the Notes pursuant to the provisions described in this paragraph and the other provisions of the Notes and the Indenture. The
Trustee shall be entitled to rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and
satisfaction of the conditions precedent as described above in this paragraph, in which event it will be conclusive and binding on the
Holders of the Notes.
As used in this Note, the term
“United States” means the United States of America (including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.
Notice of Redemption
Notice of any redemption by
the Company will be transmitted at least 15 days but not more than 60 days before the applicable Redemption Date to the Holders of Notes
(or portions of Notes) to be redeemed.
Payment of Additional Amounts
All payments of principal of,
and premium, if any, and interest on the Notes will be made free and clear of and without withholding or deduction for or on account of
any present or future tax, duty, assessment or other governmental charge of whatsoever nature (collectively, “Taxes”) imposed
by any Relevant Taxing Jurisdiction, unless the withholding or deduction of such Taxes is required by law or the official interpretation
or administration thereof.
In the event that any withholding
or deduction from or on any payments on or in respect of the Notes for or on account of any Taxes is required by a Relevant Taxing Jurisdiction,
the Company will, subject to the exceptions and limitations set forth below, pay, as additional interest on the Notes, such additional
amounts (“Additional Amounts”) as will result in receipt by each holder of a Note that is not a United States Person (as defined
below) of such amounts (after all such withholding or deduction, including from or on any Additional Amounts) as would have been received
by such holder had no such withholding or deduction been required. The Company will not be required, however, to make any payment of Additional
Amounts for or on account of:
(1) any Taxes that are imposed or
withheld by reason of a holder of Notes (or the beneficial owner for whose benefit such holder holds such Note) (or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a Person holding a
power over an estate or trust administered by a fiduciary holder) being considered as:
(a) being or having been present
or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current or former
relationship with the United States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign
or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United
States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10
percent shareholder” of the Company within the meaning of section 871(h)(3) of the United States Internal Revenue Code of 1986,
as amended (the “Code”), or any successor provision;
(e) being a controlled foreign
corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code or any successor provision; or
(f) being or having been a bank
receiving interest described in section 881(c)(3)(A) of the Code or any successor provision;
(2) any holder that is not the sole
beneficial owner of the Note, or a portion thereof, or that is a fiduciary, limited liability company or partnership, but only to the
extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership or limited liability
company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment;
(3) any Taxes that are imposed or
withheld by reason of the failure to (a) comply with certification, identification or information reporting requirements concerning
the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the holder or beneficial owner of such Note,
if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from
such Taxes (including the submission, if applicable, of a United States Internal Revenue Service (“IRS”) Form W-8 (with
any required attachments)) or (b) comply with any information gathering and reporting requirements or to take any similar action
(including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding
by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the holder or beneficial owner;
(4) any Taxes that are imposed otherwise
than by withholding from the payment;
(5) any Taxes that are imposed or
withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days
after the payment becomes due or is duly provided for, whichever occurs later;
(6) any estate, inheritance, gift,
sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;
(7) any Taxes required to be withheld
by any Paying Agent from any payment of principal of, or premium, if any, or interest on, any Note, if such payment can be made without
such withholding by any other Paying Agent;
(8) any Taxes that are imposed or
levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date
more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner
thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30-day period;
(9) any backup withholding or any
Taxes imposed under Sections 1471 through 1474 of the Code (or any successor provisions thereto), any current or future regulations or
official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any successor provision
thereto), or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code (or any successor thereto); or
(10) any combination of any items
(1) through (9).
Except as specifically provided
under this caption “Payment of Additional Amounts,” the Company shall not be required to make any payment with respect to
any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein
on any payment of principal of, premium, if any, or interest on, or Additional Amounts in respect of, the Notes.
If the Company becomes aware
that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company will deliver
to the Trustee and each Paying Agent on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay
Additional Amounts arises less than 30 days prior to that payment date, in which case the Company shall notify the Trustee and each Paying
Agent promptly after the Company becomes aware that such obligation has arisen) an Officers’ Certificate stating the fact that Additional
Amounts will be payable and the amount to be so payable. The Officers’ Certificate must also set forth any other information reasonably
necessary to enable the Paying Agents to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and each Paying
Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
As used in this Note, the term
“United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax
purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the
United States or the District of Columbia (other than a partnership that is not treated as a United States Person under any applicable
U.S. Treasury Regulations), any estate the income of which is subject to United States federal income taxation regardless of its source,
or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust or one or
more United States fiduciaries have the authority to control all substantial decisions of the trust.
Except as otherwise provided
in the proviso to this sentence, whenever there is mentioned, in any context, in the Notes the payment of principal of, or premium, if
any, or interest on, or any other amounts payable in respect of, any Note or Notes, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the terms of the Notes or the Indenture, and express mention of the payment of Additional Amounts anywhere in the Notes shall
not be construed as excluding Additional Amounts elsewhere in the Notes where such express mention is not made; provided that, notwithstanding
the foregoing and also notwithstanding anything in the Indenture to the contrary, because, as set forth above under this caption “Payment
of Additional Amounts,” the Company will pay Additional Amounts, if any, as additional interest on the Notes, the references to
“principal” and “premium” appearing in clause (2) of the first paragraph of Section 501, clause (1)(B) of
the second paragraph of Section 502 and clause (2) of the first paragraph of Section 503 of the Indenture shall not include
any Additional Amounts that may be payable in respect of the principal of or premium, if any, on the Notes, and instead the references
to Additional Amounts appearing in clause (1) of the first paragraph of Section 501, clause (1)(A) of the second paragraph
of Section 502 and clause (1) of the first paragraph of Section 503 of the Indenture shall include all Additional Amounts
payable in respect of the Notes (including, without limitation, Additional Amounts payable in respect of principal of, or premium, if
any, or interest on, or Additional Amounts, if any, in respect of, the Notes).
Notwithstanding any discharge
of the Indenture with respect to the Notes pursuant to Section 401 of the Indenture or any defeasance or covenant defeasance with
respect to the Notes pursuant to Article Fourteen of the Indenture, and without limitation to any of the provisions of the Indenture
which, as provided in Section 401 or Article Fourteen, as applicable, of the Indenture shall survive any such discharge, defeasance
or covenant defeasance, as the case may be, the provisions set forth under this caption “Payment of Additional Amounts” (including,
without limitation, the obligation of the Company to pay Additional Amounts) shall survive any such discharge, defeasance or covenant
defeasance, as the case may be, and remain in full force and effect and shall also survive any transfer by a Holder or beneficial owner
of its Notes or its beneficial interest in Global Securities.
Defeasance; Covenant Defeasance
The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on the Notes and (b) certain restrictive covenants
and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note; provided that, as set forth in the immediately preceding paragraph and
in the Indenture, certain provisions of the Notes and the Indenture will survive any such defeasance or covenant defeasance, as the case
may be, and remain in full force and effect.
Additional Covenants
In addition to the covenants
of the Company contained in the Indenture and elsewhere in this Note, the Company makes the following covenants with respect to, and for
the benefit of the Holders of, the Notes:
Limitation
on Incurrence of Total Debt. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany
Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a
pro forma basis, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal
quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not required under the Securities Exchange Act of 1934, as amended, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of such quarter
including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase
together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”).
Limitation
on Incurrence of Secured Debt. The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than
Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds
therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets.
Debt
Service Coverage. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt,
if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four
consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to
1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated
on the assumption that (i) such Debt and any other Debt incurred by the Company or any of its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such
four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company
or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that,
in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed
based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by
the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation,
by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the
Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter
period had been the applicable rate for the entire such period.
Maintenance
of Total Unencumbered Assets. The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in
accordance with GAAP.
Certain Additional Definitions
As used in this Note, the following
terms have the meanings set forth below:
“Annual
Debt Service Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of
the Company and its Subsidiaries.
“Business
Day” means, unless otherwise expressly stated in this Note, any day, other than a Saturday or a Sunday, that is not a day on
which banking institutions in The City of New York or in London, England are authorized or required by law, regulation or executive order
to close.
“Clearstream”
means Clearstream Banking S.A., including any successor securities clearing agency thereto.
“Common
Depositary” means The Bank of New York Mellon, London Branch, as common depositary of the Notes for Clearstream and Euroclear,
or any successor in such capacity.
“Consolidated
Income Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which
have been deducted in determining Consolidated Net Income during such period for (i) Consolidated Interest Expense, (ii) provisions
for taxes of the Company and its Subsidiaries based on income, (iii) amortization (other than amortization of debt discount) and
depreciation, (iv) provisions for losses from sales or joint ventures, (v) provisions for impairment losses, (vi) increases
in deferred taxes and other non-cash charges, (vii) charges resulting from a change in accounting principles, and (viii) charges
for early extinguishment of debt, and less, without duplication, amounts which have been added in determining Consolidated Net Income
during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other
non-cash items.
“Consolidated
Interest Expense” for any period, and without duplication, means all interest (including the interest component of rentals
on finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all
Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title insurance
charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization of any such debt
issuance costs that are capitalized, all determined for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.
“Consolidated
Net Income” for any period means the amount of consolidated net income (or loss) of the Company and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.
“Debt”
means any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) money borrowed or evidenced
by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance,
trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on property owned by the Company
or any Subsidiary, (iii) letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property
except any such balance that constitutes an accrued expense or trade payable or (iv) any lease of property by the Company or any
Subsidiary as lessee that is reflected on the Company’s consolidated balance sheet as a finance lease or as indebtedness in accordance
with GAAP, in the case of items of indebtedness under (i) through (iii) above to the extent that any such items (other than
letters of credit) would appear as liabilities on the Company’s consolidated balance sheet in accordance with GAAP, and also includes,
to the extent not otherwise included, any obligation of the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor
or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another Person (other than the
Company or any Subsidiary) of the type referred to in (i), (ii), (iii) or (iv) above (it being understood that Debt shall be
deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise
become liable in respect thereof).
“Euroclear”
means Euroclear Bank SA/NV, including any successor securities clearing agency thereto.
“Executive
Group” means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer,
President, Chief Operating Officer or any Vice President of the Company.
“GBP,”
“Pounds Sterling” and “£” mean the lawful currency of the United Kingdom.
“Intercompany
Debt” means indebtedness owed by the Company or any Subsidiary solely to the Company or any Subsidiary.
“Regular
Record Date” means (i) in the case of Notes represented by a Global Security, the business day (for this purpose, a day
on which Clearstream and Euroclear are open for business) immediately preceding the applicable Interest Payment Date and (ii) in
all other cases, the 15th day prior to the applicable Interest Payment Date.
“Secured
Debt” means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt,
security agreement, pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement
granting or conveying security title to or a security interest in real property or other tangible assets.
“Subsidiary”
means (i) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares, if any,
of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the
time directly or indirectly owned by the Company, and the majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except for directors’ qualifying shares) are at the time directly or indirectly owned by the Company, any other
Subsidiary or Subsidiaries, and/or one or more individuals of the Executive Group (or, in the event of death or disability of any of such
individuals, his/her respective legal representative(s), or such individuals’ successors in office as an officer of the Company),
and (ii) any other entity the accounts of which are consolidated with the accounts of the Company. The foregoing definition of “Subsidiary”
shall only be applicable with respect to the covenants set forth above under the captions “Additional Covenants—Limitation
on Incurrence of Total Debt,” “Additional Covenants—Limitation on Incurrence of Secured Debt,” “Additional
Covenants—Debt Service Coverage,” and “Additional Covenants—Maintenance of Total Unencumbered Assets,” this
definition, the other definitions set forth herein under this caption “Certain Additional Definitions,” and, insofar as Section 801
of the Indenture is applicable to the Notes, the term “Subsidiary,” as that term is used in Section 801(2) of the
Indenture, shall have the meaning set forth in this definition (instead of the meaning set forth in Section 101 of the Indenture).
“Total
Assets” as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).
“Total
Unencumbered Assets” as of any date means Total Assets minus the value of any properties of the Company and its Subsidiaries
that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security
agreement, or other encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any
Subsidiary that is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining
Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under “Additional
Covenants—Maintenance of Total Unencumbered Assets,” all investments in any Person that is not consolidated with the Company
for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment
would otherwise have been included. For purposes of this definition, the value of each property shall be equal to the purchase price or
cost of each such property and the value of any stock subject to any encumbrance shall be determined by reference to the value of the
properties owned by the issuer of such stock as aforesaid.
“Undepreciated
Real Estate Assets” as of any date means the amount of real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.
“Unsecured
Debt” means Debt of the Company or any Subsidiary that is not Secured Debt.
Other
If an Event of Default with
respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.
As provided in and subject to
the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount
of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, premium, if any, or interest
on, or Additional Amounts, if any, in respect of, this Note on or after the respective due dates therefor.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders
of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority of the aggregate principal amount of the Outstanding Notes to waive, in certain circumstances, on behalf of all Holders
of the Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, this Note at the times, places
and rate, and in the amounts, coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company in Chicago, Illinois and in such other places where
the Company may from time to time maintain an office or agency for the registration of transfer and exchange of Notes, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for the Notes duly executed
by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations
and for the same aggregate principal amount will be issued to the designated transferee or transferees.
As provided in the Indenture
and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes
of this series of different authorized denominations, as requested by the Holder surrendering the same.
The Notes of this series are
issuable only in registered form, without interest coupons, in denominations of £100,000 and integral multiples of £1,000
in excess thereof. No Note shall be redeemed in part unless the unredeemed principal amount of such Note is an authorized denomination
as set forth in the immediately preceding sentence. No service charge shall be made for any registration of transfer or exchange of Notes,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for
the payment of the principal of, premium, if any, or interest on, or Additional Amounts, if any, in respect of, this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto,
against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly
or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication
hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
The headings included in this
Note are for convenience only and shall not affect the construction hereof.
[Signature page follows]
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
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[Company Signature Page to Note]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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Authorized Signatory |
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[Trustee Authentication
Page to Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
| the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint |
Attorney to transfer said Note on the books of the within-named Company
with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever.
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ANNEX B-2
Form of
6.000% Note due 2039
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE
OF A COMMON DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE
CERTIFICATED FORM AS AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON
DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON
DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR ITS NOMINEE.
UNLESS THIS SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR,” WHICH TERM INCLUDES ANY SUCCESSOR SECURITIES CLEARING
AGENCY THERETO) OR CLEARSTREAM BANKING S.A. (“CLEARSTREAM,” WHICH TERM INCLUDES ANY SUCCESSOR CLEARING AGENCY THERETO, AND
TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, THE BANK OF NEW
YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
PRINCIPAL
AMOUNT: £
REGISTERED NO.: R-
CUSIP NO.: 756109 BX1
ISIN NO.: XS2728570834
Common Code: 272857083
REALTY INCOME CORPORATION
6.000% NOTES DUE 2039
Realty Income Corporation, a
Maryland corporation (the “Company,” which term shall include any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered assigns, the principal sum of Pounds Sterling (as defined below) on December 5,
2039 (the “Final Maturity Date”), and to pay interest thereon from and including December 5, 2023, or from and including
the most recent date to which interest has been paid or duly provided for, annually in arrears on December 5 of each year (each,
an “Interest Payment Date”), commencing December 5, 2024, at the rate of 6.000% per annum, until the entire principal
amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (as defined below) (or one or more Predecessor
Securities) is registered in the Security Register applicable to the Notes at the close of business on the Regular Record Date (as defined
below) immediately preceding such Interest Payment Date (regardless of whether such Regular Record Date is a Business Day (as defined
below)). Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest on the Notes will be computed on the basis of the actual number
of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest
was paid on the Notes (or from and including December 5, 2023 if no interest has been paid on the Notes) to but excluding the next
scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International
Capital Market Association. If any principal of, premium, if any, or interest on, or Additional Amounts (as defined below), if any, in
respect of, any of the Notes is not paid when due, then such overdue principal and, to the extent permitted by law, such overdue premium,
interest or Additional Amounts, as the case may be, shall bear interest, until paid or until such payment is duly provided for, at the
rate of 6.000% per annum.
If any Interest Payment Date,
the Final Maturity Date, any Redemption Date, any Maturity or any other date on which the principal of, or premium, if any, or interest
on, or Additional Amounts, if any, in respect of, a Note becomes due and payable falls on a day that is not a Business Day, the required
payment may be made on the next succeeding Business Day with the same force and effect as if it were made on such Interest Payment Date,
Final Maturity Date, Redemption Date, Maturity or other date on which any such amount becomes due and payable and no interest will accrue
on the amount so payable for the period from and after such Interest Payment Date, Final Maturity Date, Redemption Date, Maturity or other
date on which any such amount becomes due and payable, as the case may be.
Except as provided in the next
paragraph and in the proviso to this sentence, all payments of principal of, and premium, if any, and interest on, and Additional Amounts,
if any, in respect of, the Notes will be made in GBP (as defined below); provided that if GBP is unavailable to the Company due to the
imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the Notes will be made in Dollars
until GBP is again available to the Company. In such circumstances, the amount payable on any date in GBP will be converted into Dollars
at the rate mandated by the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) as of the close of business
on the second Business Day prior to the relevant payment date or, if the Board of Governors of the U.S. Federal Reserve System (or any
successor thereto) has not mandated a rate of conversion, on the basis of the most recent Dollar/GBP exchange rate published in The Wall
Street Journal (or any successor thereto) on or prior to the second Business Day prior to the relevant payment date. Any payment in respect
of the Notes so made in Dollars under such circumstances will not constitute an Event of Default with respect to the Notes under the Indenture.
Neither the Trustee nor any Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
The Notes may also be payable
in a currency other than GBP if (a) the Company effects defeasance or covenant defeasance with respect to the Notes pursuant to Article Fourteen
of the Indenture and (b) thereafter a Conversion Event occurs with respect to GBP and shall be continuing, all as more fully provided
in Section 1405 of the Indenture.
If this Note is a Global Security,
all payments of principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, this Note will be made
by the Company by wire transfer of immediately available funds to an account maintained by the payee. If this Note is not a Global Security
(a “Certificated Note”), payments of interest on this Note may be made, at the Company’s option, by mailing a check
to the address of the Person entitled thereto, as such address appears in the Security Register for the Notes, or by wire transfer to
an account maintained by the payee, all on the terms set forth in the Indenture; provided, however, that a Holder of £4.0 million
or more in aggregate principal amount of Certificated Notes will be entitled to receive payments of interest due on any Interest Payment
Date by wire transfer of immediately available funds to an account maintained by such Holder so long as such Holder has given appropriate
wire transfer instructions to the Trustee or a Paying Agent for the Notes at least 10 calendar days prior to the applicable Interest Payment
Date. Any such wire transfer instructions will remain in effect until revoked by such Holder or until such Person ceases to be a Holder
of £4.0 million or more in aggregate principal amount of Certificated Notes.
Payments of principal of, and
premium, if any, and interest on, and Additional Amounts, if any, in respect of, Certificated Notes that are due and payable on the Final
Maturity Date, any Redemption Date, any Maturity or any other date on which principal of such Notes is due and payable will be made by
wire transfer of immediately available funds to accounts specified by the Holders thereof, so long as such Holders have given appropriate
wire transfer instructions to the Trustee or a Paying Agent, against surrender of such Notes to the Trustee or a Paying Agent; provided
that installments of interest on Certificated Notes that are due and payable on any Interest Payment Date falling on or prior to such
Final Maturity Date, Redemption Date, Maturity or other date on which principal of such Notes is payable will be paid in the manner described
in the preceding paragraph to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such
at the close of business on the relevant Regular Record Date according to the terms and provisions of the Notes and the Indenture.
This Note is one of a duly authorized
issue of Securities of the Company (herein called the “Notes”), issued as a series of Securities under an indenture dated
as of October 28, 1998 (herein called, together with all indentures supplemental thereto, the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee,”
which term includes any successor trustee under the Indenture with respect to the Notes), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the duly authorized series designated as the “6.000% Notes due 2039.” All terms used in this Note which
are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.
Optional Redemption
Prior to September 5, 2039
(the “Par Call Date”), the Notes may be redeemed at any time in whole or from time to time in part at the option of the Company
at a Redemption Price equal to the greater of:
(a) 100% of the principal
amount of the Notes to be redeemed, and
(b) the sum
of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of interest
accrued to the applicable Redemption Date), assuming that the Notes matured and that accrued and unpaid interest on the Notes was payable
on the Par Call Date, discounted to such Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate
(as defined below) plus 25 basis points,
plus, in the case of both clauses (a) and
(b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date.
On and after the Par Call Date,
the Notes may be redeemed at any time in whole or from time to time in part at the option of the Company at a Redemption Price equal to
100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being
redeemed to the applicable Redemption Date.
Notwithstanding the foregoing,
installments of interest on Notes whose Stated Maturity is on or prior to a Redemption Date for the Notes will be payable to the Persons
who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of the Indenture.
“Comparable
Government Bond Rate” means, with respect to any Redemption Date for the Notes, the price, expressed as a percentage (rounded
to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they
were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption
yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond
prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Company.
“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent
investment bank selected by Company, a United Kingdom government bond whose maturity is closest to the Par Call Date or, if such independent
investment bank in its discretion determines that such similar bond is not in issue, such other United Kingdom government bond as such
independent investment bank may, with the advice of the three brokers of, and/or market makers in, United Kingdom government bonds selected
by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
Redemption for Changes in Taxes
If (1)(a) as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of the United States (as defined
below) or any political subdivision or taxing authority thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”),
or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties,
regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published
administrative practice), which change or amendment becomes effective on or after November 28, 2023, the Company becomes or will
become obligated to pay any Additional Amounts or (b) any act is taken by a Relevant Taxing Jurisdiction on or after November 28,
2023, whether or not such act is taken with respect to the Company or any affiliate of the Company, that results in a substantial probability
that the Company will or may be required to pay any Additional Amounts, and (2) the Company determines, in its business judgment,
that the obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to it, including by making payments
through a different Paying Agent (provided that such reasonable measures do not include substitution of another entity as the obligor
under the Notes), then the Company may, at its option, redeem the Notes, in whole but not in part, at a Redemption Price equal to 100%
of the principal amount of the Notes, plus accrued and unpaid interest on the Notes to the applicable Redemption Date. Notwithstanding
the foregoing, installments of interest on Notes whose Stated Maturity is on or prior to a Redemption Date for the Notes will be payable
to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of the Indenture. No redemption pursuant to this paragraph
may be made unless the Company has received a written opinion of independent counsel to the effect that, as a result of such change or
amendment the Company has become or will become obligated to pay, or that such act taken by a Relevant Taxing Jurisdiction has resulted
in a substantial probability that the Company will or may be required to pay, any Additional Amounts, and the Company shall have delivered
to the Trustee such legal opinion together with an Officers’ Certificate stating that, based on such opinion, the Company is entitled
to redeem the Notes pursuant to the provisions described in this paragraph and the other provisions of the Notes and the Indenture. The
Trustee shall be entitled to rely on such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and
satisfaction of the conditions precedent as described above in this paragraph, in which event it will be conclusive and binding on the
Holders of the Notes.
As used in this Note, the term
“United States” means the United States of America (including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.
Notice of Redemption
Notice of any redemption by
the Company will be transmitted at least 15 days but not more than 60 days before the applicable Redemption Date to the Holders of Notes
(or portions of Notes) to be redeemed.
Payment of Additional Amounts
All payments of principal of,
and premium, if any, and interest on the Notes will be made free and clear of and without withholding or deduction for or on account of
any present or future tax, duty, assessment or other governmental charge of whatsoever nature (collectively, “Taxes”) imposed
by any Relevant Taxing Jurisdiction, unless the withholding or deduction of such Taxes is required by law or the official interpretation
or administration thereof.
In the event that any withholding
or deduction from or on any payments on or in respect of the Notes for or on account of any Taxes is required by a Relevant Taxing Jurisdiction,
the Company will, subject to the exceptions and limitations set forth below, pay, as additional interest on the Notes, such additional
amounts (“Additional Amounts”) as will result in receipt by each holder of a Note that is not a United States Person (as defined
below) of such amounts (after all such withholding or deduction, including from or on any Additional Amounts) as would have been received
by such holder had no such withholding or deduction been required. The Company will not be required, however, to make any payment of Additional
Amounts for or on account of:
(1) any Taxes that are imposed or
withheld by reason of a holder of Notes (or the beneficial owner for whose benefit such holder holds such Note) (or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a Person holding a
power over an estate or trust administered by a fiduciary holder) being considered as:
(a) being or having been present
or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current or former
relationship with the United States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign
or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United
States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10
percent shareholder” of the Company within the meaning of section 871(h)(3) of the United States Internal Revenue Code of 1986,
as amended (the “Code”), or any successor provision;
(e) being a controlled foreign
corporation that is related to the Company within the meaning of Section 864(d)(4) of the Code or any successor provision; or
(f) being or having been a bank
receiving interest described in section 881(c)(3)(A) of the Code or any successor provision;
(2) any holder that is not the sole
beneficial owner of the Note, or a portion thereof, or that is a fiduciary, limited liability company or partnership, but only to the
extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership or limited liability
company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment;
(3) any Taxes that are imposed or
withheld by reason of the failure to (a) comply with certification, identification or information reporting requirements concerning
the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the holder or beneficial owner of such Note,
if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from
such Taxes (including the submission, if applicable, of a United States Internal Revenue Service (“IRS”) Form W-8 (with
any required attachments)) or (b) comply with any information gathering and reporting requirements or to take any similar action
(including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding
by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the holder or beneficial owner;
(4) any Taxes that are imposed otherwise
than by withholding from the payment;
(5) any Taxes that are imposed or
withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days
after the payment becomes due or is duly provided for, whichever occurs later;
(6) any estate, inheritance, gift,
sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;
(7) any Taxes required to be withheld
by any Paying Agent from any payment of principal of, or premium, if any, or interest on, any Note, if such payment can be made without
such withholding by any other Paying Agent;
(8) any Taxes that are imposed or
levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date
more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner
thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30-day period;
(9) any backup withholding or any
Taxes imposed under Sections 1471 through 1474 of the Code (or any successor provisions thereto), any current or future regulations or
official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any successor provision
thereto), or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code (or any successor thereto); or
(10) any combination of any items
(1) through (9).
Except as specifically provided
under this caption “Payment of Additional Amounts,” the Company shall not be required to make any payment with respect to
any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein
on any payment of principal of, premium, if any, or interest on, or Additional Amounts in respect of, the Notes.
If the Company becomes aware
that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company will deliver
to the Trustee and each Paying Agent on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay
Additional Amounts arises less than 30 days prior to that payment date, in which case the Company shall notify the Trustee and each Paying
Agent promptly after the Company becomes aware that such obligation has arisen) an Officers’ Certificate stating the fact that Additional
Amounts will be payable and the amount to be so payable. The Officers’ Certificate must also set forth any other information reasonably
necessary to enable the Paying Agents to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and each Paying
Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
As used in this Note, the term
“United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax
purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the
United States or the District of Columbia (other than a partnership that is not treated as a United States Person under any applicable
U.S. Treasury Regulations), any estate the income of which is subject to United States federal income taxation regardless of its source,
or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust or one or
more United States fiduciaries have the authority to control all substantial decisions of the trust.
Except as otherwise provided
in the proviso to this sentence, whenever there is mentioned, in any context, in the Notes the payment of principal of, or premium, if
any, or interest on, or any other amounts payable in respect of, any Note or Notes, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the terms of the Notes or the Indenture, and express mention of the payment of Additional Amounts anywhere in the Notes shall
not be construed as excluding Additional Amounts elsewhere in the Notes where such express mention is not made; provided that, notwithstanding
the foregoing and also notwithstanding anything in the Indenture to the contrary, because, as set forth above under this caption “Payment
of Additional Amounts,” the Company will pay Additional Amounts, if any, as additional interest on the Notes, the references to
“principal” and “premium” appearing in clause (2) of the first paragraph of Section 501, clause (1)(B) of
the second paragraph of Section 502 and clause (2) of the first paragraph of Section 503 of the Indenture shall not include
any Additional Amounts that may be payable in respect of the principal of or premium, if any, on the Notes, and instead the references
to Additional Amounts appearing in clause (1) of the first paragraph of Section 501, clause (1)(A) of the second paragraph
of Section 502 and clause (1) of the first paragraph of Section 503 of the Indenture shall include all Additional Amounts
payable in respect of the Notes (including, without limitation, Additional Amounts payable in respect of principal of, or premium, if
any, or interest on, or Additional Amounts, if any, in respect of, the Notes).
Notwithstanding any discharge
of the Indenture with respect to the Notes pursuant to Section 401 of the Indenture or any defeasance or covenant defeasance with
respect to the Notes pursuant to Article Fourteen of the Indenture, and without limitation to any of the provisions of the Indenture
which, as provided in Section 401 or Article Fourteen, as applicable, of the Indenture shall survive any such discharge, defeasance
or covenant defeasance, as the case may be, the provisions set forth under this caption “Payment of Additional Amounts” (including,
without limitation, the obligation of the Company to pay Additional Amounts) shall survive any such discharge, defeasance or covenant
defeasance, as the case may be, and remain in full force and effect and shall also survive any transfer by a Holder or beneficial owner
of its Notes or its beneficial interest in Global Securities.
Defeasance; Covenant Defeasance
The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on the Notes and (b) certain restrictive covenants
and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note; provided that, as set forth in the immediately preceding paragraph and
in the Indenture, certain provisions of the Notes and the Indenture will survive any such defeasance or covenant defeasance, as the case
may be, and remain in full force and effect.
Additional Covenants
In addition to the covenants
of the Company contained in the Indenture and elsewhere in this Note, the Company makes the following covenants with respect to, and for
the benefit of the Holders of, the Notes:
Limitation
on Incurrence of Total Debt. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany
Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a
pro forma basis, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal
quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not required under the Securities Exchange Act of 1934, as amended, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of such quarter
including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase
together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”).
Limitation
on Incurrence of Secured Debt. The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than
Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds
therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets.
Debt
Service Coverage. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt,
if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four
consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to
1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated
on the assumption that (i) such Debt and any other Debt incurred by the Company or any of its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such
four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company
or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that,
in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed
based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by
the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation,
by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the
Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter
period had been the applicable rate for the entire such period.
Maintenance
of Total Unencumbered Assets. The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in
accordance with GAAP.
Certain Additional Definitions
As used in this Note, the following
terms have the meanings set forth below:
“Annual
Debt Service Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of
the Company and its Subsidiaries.
“Business
Day” means, unless otherwise expressly stated in this Note, any day, other than a Saturday or a Sunday, that is not a day on
which banking institutions in The City of New York or in London, England are authorized or required by law, regulation or executive order
to close.
“Clearstream”
means Clearstream Banking S.A., including any successor securities clearing agency thereto.
“Common
Depositary” means The Bank of New York Mellon, London Branch, as common depositary of the Notes for Clearstream and Euroclear,
or any successor in such capacity.
“Consolidated
Income Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which
have been deducted in determining Consolidated Net Income during such period for (i) Consolidated Interest Expense, (ii) provisions
for taxes of the Company and its Subsidiaries based on income, (iii) amortization (other than amortization of debt discount) and
depreciation, (iv) provisions for losses from sales or joint ventures, (v) provisions for impairment losses, (vi) increases
in deferred taxes and other non-cash charges, (vii) charges resulting from a change in accounting principles, and (viii) charges
for early extinguishment of debt, and less, without duplication, amounts which have been added in determining Consolidated Net Income
during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other
non-cash items.
“Consolidated
Interest Expense” for any period, and without duplication, means all interest (including the interest component of rentals
on finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all
Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title insurance
charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization of any such debt
issuance costs that are capitalized, all determined for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.
“Consolidated
Net Income” for any period means the amount of consolidated net income (or loss) of the Company and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.
“Debt”
means any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) money borrowed or evidenced
by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance,
trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on property owned by the Company
or any Subsidiary, (iii) letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property
except any such balance that constitutes an accrued expense or trade payable or (iv) any lease of property by the Company or any
Subsidiary as lessee that is reflected on the Company’s consolidated balance sheet as a finance lease or as indebtedness in accordance
with GAAP, in the case of items of indebtedness under (i) through (iii) above to the extent that any such items (other than
letters of credit) would appear as liabilities on the Company’s consolidated balance sheet in accordance with GAAP, and also includes,
to the extent not otherwise included, any obligation of the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor
or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another Person (other than the
Company or any Subsidiary) of the type referred to in (i), (ii), (iii) or (iv) above (it being understood that Debt shall be
deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise
become liable in respect thereof).
“Euroclear”
means Euroclear Bank SA/NV, including any successor securities clearing agency thereto.
“Executive
Group” means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer,
President, Chief Operating Officer or any Vice President of the Company.
“GBP,”
“Pounds Sterling” and “£” mean the lawful currency of the United Kingdom.
“Intercompany
Debt” means indebtedness owed by the Company or any Subsidiary solely to the Company or any Subsidiary.
“Regular
Record Date” means (i) in the case of Notes represented by a Global Security, the business day (for this purpose, a day
on which Clearstream and Euroclear are open for business) immediately preceding the applicable Interest Payment Date and (ii) in
all other cases, the 15th day prior to the applicable Interest Payment Date.
“Secured
Debt” means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt,
security agreement, pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement
granting or conveying security title to or a security interest in real property or other tangible assets.
“Subsidiary”
means (i) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares, if any,
of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the
time directly or indirectly owned by the Company, and the majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except for directors’ qualifying shares) are at the time directly or indirectly owned by the Company, any other
Subsidiary or Subsidiaries, and/or one or more individuals of the Executive Group (or, in the event of death or disability of any of such
individuals, his/her respective legal representative(s), or such individuals’ successors in office as an officer of the Company),
and (ii) any other entity the accounts of which are consolidated with the accounts of the Company. The foregoing definition of “Subsidiary”
shall only be applicable with respect to the covenants set forth above under the captions “Additional Covenants—Limitation
on Incurrence of Total Debt,” “Additional Covenants—Limitation on Incurrence of Secured Debt,” “Additional
Covenants—Debt Service Coverage,” and “Additional Covenants—Maintenance of Total Unencumbered Assets,” this
definition, the other definitions set forth herein under this caption “Certain Additional Definitions,” and, insofar as Section 801
of the Indenture is applicable to the Notes, the term “Subsidiary,” as that term is used in Section 801(2) of the
Indenture, shall have the meaning set forth in this definition (instead of the meaning set forth in Section 101 of the Indenture).
“Total
Assets” as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).
“Total
Unencumbered Assets” as of any date means Total Assets minus the value of any properties of the Company and its Subsidiaries
that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security
agreement, or other encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any
Subsidiary that is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining
Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under “Additional
Covenants—Maintenance of Total Unencumbered Assets,” all investments in any Person that is not consolidated with the Company
for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment
would otherwise have been included. For purposes of this definition, the value of each property shall be equal to the purchase price or
cost of each such property and the value of any stock subject to any encumbrance shall be determined by reference to the value of the
properties owned by the issuer of such stock as aforesaid.
“Undepreciated
Real Estate Assets” as of any date means the amount of real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.
“Unsecured
Debt” means Debt of the Company or any Subsidiary that is not Secured Debt.
Other
If an Event of Default with
respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.
As provided in and subject to
the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount
of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall
not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, premium, if any, or interest
on, or Additional Amounts, if any, in respect of, this Note on or after the respective due dates therefor.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders
of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority of the aggregate principal amount of the Outstanding Notes to waive, in certain circumstances, on behalf of all Holders
of the Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on, and Additional Amounts, if any, in respect of, this Note at the times, places
and rate, and in the amounts, coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company in Chicago, Illinois and in such other places where
the Company may from time to time maintain an office or agency for the registration of transfer and exchange of Notes, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for the Notes duly executed
by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations
and for the same aggregate principal amount will be issued to the designated transferee or transferees.
As provided in the Indenture
and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes
of this series of different authorized denominations, as requested by the Holder surrendering the same.
The Notes of this series are
issuable only in registered form, without interest coupons, in denominations of £100,000 and integral multiples of £1,000
in excess thereof. No Note shall be redeemed in part unless the unredeemed principal amount of such Note is an authorized denomination
as set forth in the immediately preceding sentence. No service charge shall be made for any registration of transfer or exchange of Notes,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for
the payment of the principal of, premium, if any, or interest on, or Additional Amounts, if any, in respect of, this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto,
against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly
or through the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication
hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
The headings included in this
Note are for convenience only and shall not affect the construction hereof.
[Signature page follows]
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
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REALTY INCOME CORPORATION |
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[Company Signature Page to Note]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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Authorized Signatory |
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[Trustee Authentication Page to Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
| the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint |
Attorney to transfer said Note on the books of the within-named Company
with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever.
| Signature Guaranty |
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a participant in a signature |
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guarantee medallion program) |
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