Exhibit
1.1
£750,000,000
REALTY
INCOME CORPORATION
(a Maryland Corporation)
£400,000,000
1.125% Notes due 2027
£350,000,000
1.750% Notes due 2033
PURCHASE
AGREEMENT
July
8, 2021
Table
of Contents
Page
|
SECTION
1.
|
Representations
and Warranties
|
4
|
|
|
|
|
|
SECTION
2.
|
Sale and
Delivery to the Underwriters; Closing
|
17
|
|
|
|
|
|
SECTION
3.
|
Covenants
of the Company
|
18
|
|
|
|
|
|
SECTION
4.
|
Payment
of Expenses
|
23
|
|
|
|
|
|
SECTION
5.
|
Conditions
of Underwriters’ Obligations
|
24
|
|
|
|
|
|
SECTION
6.
|
Indemnification
|
27
|
|
|
|
|
|
SECTION
7.
|
Contribution
|
29
|
|
|
|
|
|
SECTION
8.
|
Representations,
Warranties and Agreements to Survive Delivery
|
30
|
|
|
|
|
|
SECTION
9.
|
Termination
of Agreement
|
30
|
|
|
|
|
|
SECTION
10.
|
Default
by One or More of the Underwriters
|
31
|
|
|
|
|
|
SECTION
11.
|
Notices
|
31
|
|
|
|
|
|
SECTION
12.
|
Parties
|
32
|
|
|
|
|
|
SECTION
13.
|
Recognition
of the U.S. Special Resolution Regimes
|
32
|
|
|
|
|
|
SECTION
14.
|
Contractual
Recognition of Bail-In
|
33
|
|
|
|
|
|
SECTION
15.
|
ICMA Agreement
Among Managers
|
34
|
|
|
|
|
|
SECTION
16.
|
Stabilizing
Manager
|
34
|
|
|
|
|
|
SECTION
17.
|
MiFID
Product Governance Rules
|
35
|
|
|
|
|
|
SECTION
18.
|
UK MiFIR
Product Governance Rules
|
35
|
|
|
|
|
|
SECTION
19.
|
Judgment
Currency
|
36
|
|
|
|
|
|
SECTION
20.
|
No Advisory
or Fiduciary Responsibility; Tax Disclosure
|
36
|
|
|
|
|
|
SECTION
21.
|
Integration
|
37
|
|
|
|
|
|
SECTION
22.
|
GOVERNING
LAW AND TIME
|
37
|
Page
|
SECTION
23.
|
Waiver
of Jury Trial
|
37
|
|
|
|
|
|
SECTION
24.
|
Effect
of Headings and Table of Contents; Counterparts
|
37
|
|
Schedule A
|
–
|
List
of Underwriters
|
Sch
A-1
|
|
Schedule B
|
–
|
Pricing
Schedule
|
Sch
B-1
|
|
Schedule
C
|
–
|
Pricing
Term Sheet
|
Sch
C-1
|
|
Schedule
D
|
–
|
Issuer
General Use Free Writing Prospectuses
|
Sch
D-1
|
|
Exhibit A
|
–
|
Form of
Opinion of Latham & Watkins LLP
|
A-1
|
|
Exhibit B
|
–
|
Form of
Opinion of Michelle Bushore
|
B-1
|
|
Exhibit C
|
–
|
Form of
Opinion of Venable LLP
|
C-1
|
£750,000,000
REALTY
INCOME CORPORATION
(a Maryland corporation)
£400,000,000
1.125% Notes due 2027
£350,000,000
1.750% Notes due 2033
PURCHASE
AGREEMENT
July
8, 2021
Goldman
Sachs & Co. LLC
200
West Street
New
York, New York 10282
Barclays
Bank PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
United
Kingdom
Citigroup
Global Markets Limited
Citigroup
Centre
Canada
Square
Canary
Wharf
London
E14 5LB
United
Kingdom
Credit
Suisse International
One
Cabot Square
London
E14 4QJ
United
Kingdom
Merrill
Lynch International
2
King Edward Street
London
EC1A 1HQ
United
Kingdom
Wells
Fargo Securities International Limited
33
King William Street
London
EC4R 9AT
United
Kingdom
As
Representatives of the several Underwriters
listed
in the signature pages hereto
and
named in Schedule A hereto
Ladies
and Gentlemen:
Realty
Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters listed in the signature
pages hereto and named in Schedule A hereto (the “Underwriters” which term shall also include any underwriter substituted
as hereinafter provided in Section 10 hereof), for whom Goldman Sachs & Co. LLC (“Goldman”), Barclays Bank PLC (“Barclays”),
Citigroup Global Markets Limited (“Citigroup”), Credit Suisse International (“Credit Suisse”), Merrill Lynch
International (“BofA”) and Wells Fargo Securities International Limited (“Wells Fargo”) are acting as representatives
(Goldman, Barclays, Citigroup, Credit Suisse, BofA and Wells Fargo, in such capacities, the “Representatives”), with respect
to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of (i) £400,000,000 aggregate
principal amount of the Company’s 1.125% Notes due 2027 (the “2027 Notes”) and (ii) £350,000,000 aggregate principal
amount of the Company’s 1.750% Notes due 2033 (the “2033 Notes” and, together with the 2027 Notes, the “Securities”).
The Securities are to be issued pursuant to an 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”) to The Bank of New York,
the original trustee (the “Original Trustee”). In connection with the issuance of the Securities, the Company will enter
into a Paying Agency Agreement (the “Agency Agreement”), to be dated as of July 13, 2021, between the Company and The Bank
of New York Mellon, London Branch (“BNY London”), as a paying agent for the Securities (in such capacity, the “Agent”).
The
Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable
after this Agreement has been executed and delivered.
The
Company has entered into an Agreement and Plan of Merger dated as of April 29, 2021, as amended and supplemented, if applicable, from
time to time (the “Acquisition Agreement,” which term, as used herein, includes all exhibits, schedules and attachments thereto,
in each case as amended or supplemented, if applicable, from time to time) with Rams MD Subsidiary I, Inc., a Maryland corporation and
a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), Rams Acquisition Sub II, LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”), VEREIT, Inc., a Maryland corporation (“VEREIT”
or the “Acquired Company”), and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”
and, together with VEREIT, collectively, the “Subject Companies” and, individually, a “Subject Company”). It
is contemplated that, pursuant to and subject to the terms and conditions of the Acquisition Agreement, Merger Sub 2 will be merged with
and into VEREIT OP, with VEREIT OP continuing as the surviving entity (the “Partnership Merger”), and, immediately following
the Partnership Merger, VEREIT will be merged with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving corporation (the
“VEREIT Merger” and, together with the Partnership Merger, the “Acquisition”).
The
Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement
on Form S-3 (No. 333-257510) (the “Current Registration Statement”) for the registration of shares of its common
stock, par value $0.01 per share (the “Common Stock”), shares of its preferred stock, par value $0.01 per share (the “Preferred
Stock”), its debt securities (including the Securities), depositary shares representing fractional interests in shares of Preferred
Stock, and warrants to purchase its debt securities, Common Stock, Preferred Stock or depositary shares under the Securities Act of 1933,
as amended (the “1933 Act”), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery
of this Agreement, the Company will prepare and file a final prospectus supplement and the Base Prospectus (as hereinafter defined) in
accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under
the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the
1933 Act Regulations. Any information included in such final prospectus supplement or the Base Prospectus that was omitted from the Current
Registration Statement at the time it became effective but that is deemed to be part of and included in the Current Registration Statement
pursuant to paragraph (f) of Rule 430B under the 1933 Act Regulations is referred to as the “Rule 430B Information.”
Each prospectus, together with the related prospectus supplement, relating to the Securities that omitted the Rule 430B Information
or that was captioned “Subject to Completion” or “Preliminary” (or a similar caption) that was used after the
date on which the Current Registration Statement first became effective and prior to the execution and delivery of this Agreement is
herein called, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus”
shall be deemed to include the Statutory Prospectus (as hereinafter defined). The Current Registration Statement, at any given time,
including the amendments thereto at such time, the exhibits and any schedules thereto at such time, if any, and documents incorporated
and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and
the documents and information (including, without limitation, any 430B Information) otherwise deemed to be a part thereof or included
therein by the 1933 Act Regulations at such time, are hereinafter called, collectively, the “Registration Statement.” The
prospectus dated June 29, 2021 (the “Base Prospectus”) and the final prospectus supplement relating to the offering of the
Securities, including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering
of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the 1933 Act Regulations or otherwise)
or, if not furnished to the Underwriters, in the form first filed by the Company pursuant to Rule 424(b), are herein called, collectively,
the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus,
the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as hereinafter defined) or any amendment or supplement
to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval system (“EDGAR”).
All
references in this Agreement to financial statements and schedules and other information which is “described,” “disclosed,”
“contained,” “included,” “made,” “stated” or “referred to” in the Registration
Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated
by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B(f) of the 1933 Act Regulations)
to be a part of or included in, the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus,
as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary
prospectus, the Statutory Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities
Exchange Act of 1934, as amended (the “1934 Act”) or the rules and regulations promulgated thereunder (the “1934 Act
Regulations”), which is incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary
prospectus, the Statutory Prospectus or the Prospectus, as the case may be.
All
references in this Agreement to properties or improvements “owned by” or “of” the Company or any of its subsidiaries
shall be deemed to mean and include all properties and improvements which are leased by the Company or any of its subsidiaries, as lessee.
SECTION
1. Representations and Warranties.
(a)
Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof,
as of the Applicable Time referred to in Section 1(a)(i) hereof, and as of the Closing Time referred to in Section 2(b) hereof,
and agrees with each Underwriter, as follows:
(i)
Compliance with Registration Requirements. (A) At the time that the Registration Statement was originally filed, (B) at
the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of
prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)
of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act
Regulations and (D) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in
Rule 405 of the 1933 Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer”
as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405,
and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company
on an “automatic shelf registration statement” as defined in Rule 405. The Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) objecting to the use of the
automatic shelf registration statement form. At the earliest time after the original filing of the Registration Statement that the Company
or another offering participant (with respect to the offering contemplated hereby) made a bona fide offer (within the meaning
of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, the Company was not an “ineligible issuer,” as defined
in Rule 405. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”),
and the Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement
or pursuant to Section 305(b)(2) of the 1939 Act.
The
Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”)
on June 29, 2021, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending
the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted
or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission
for additional information has been complied with.
Any
offer that was a written communication relating to the Securities made by the Company or any person acting on its behalf (within the
meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) prior to the time that the Registration Statement
was originally filed has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations
(“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending
requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.
At
the respective times the Registration Statement originally became effective and any amendment thereto became effective, at the time the
Company’s most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with
respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Closing Time, the Registration Statement
and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the
1933 Act, the 1933 Act Regulations, the 1939 Act, and the rules and regulations of the Commission under the 1939 Act (the “1939
Act Regulations”), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, and, at the date hereof and at the Closing Time, neither
the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omitted
or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
Each
preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto,
or filed pursuant to Rule 424 of the 1933 Act Regulations, complied when so filed in all material respects with the 1933 Act and
the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in
connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T of the Commission.
As
of the Applicable Time, neither (x) all Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the
Applicable Time (including, without limitation, the Pricing Term Sheet, as hereinafter defined) and the Statutory Prospectus, considered
together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus,
when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted
or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
As
used in this subsection and elsewhere in this Agreement:
“Applicable
Time” means 11:20 A.M. (New York time) / 4:20 P.M. (London time) on July 8, 2021 or such other time as agreed by the Company and
the Representatives.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”); and includes, without limitation, any “free writing prospectus” (as defined in Rule 405) relating
to the Securities or the offering thereof that (i) is required to be filed with the Commission by the Company, (ii) is a “road
show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the
Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities
or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission
or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors, as evidenced by its being specified in Schedule D hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Statutory
Prospectus” means the Base Prospectus and the preliminary prospectus dated July 8, 2021 relating to the Securities, including the
documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act,
in the form first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities.
Each
Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale
of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(f),
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in
the Registration Statement, the Statutory Prospectus or the Prospectus, including any document incorporated by reference therein that
has not been superseded or modified.
The
representations and warranties in this subsection 1(a)(i) shall not apply to statements in or omissions from the Registration Statement,
the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives expressly for use therein.
(ii)
Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the
General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and, when read together with the other information
in the General Disclosure Package and the Prospectus, (a) at the time the Registration Statement first became effective, (b) at
the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, (c) at each “new
effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, (d) at the
date hereof, and (e) at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(iii)
Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration
Statement, the Statutory Prospectus and the Prospectus are independent public accountants as required by the 1933 Act and the 1933 Act
Regulations.
(iv)
Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General
Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position
of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of
the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with
generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting
schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein.
The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included
in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the
pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma
financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly
present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions
used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein; and any pro forma financial information included in the Registration Statement, the General Disclosure
Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement,
the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the
rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933
Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information
called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(v)
No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement,
the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company
and its subsidiaries considered as one enterprise (a “Material Adverse Effect”), whether or not arising in the ordinary course
of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except
for regular monthly distributions on the Common Stock in amounts per share that are consistent with past practice, there has been no
dividend or distribution of any kind declared, paid or made by the Company on any class of its stock.
(vi)
Good Standing of the Company. The Company is a corporation duly organized and validly existing under the laws of the State of
Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has corporate power and authority
to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus
and to enter into and perform its obligations under this Agreement, the Agency Agreement, the Indenture and the Securities; and the Company
is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify
or to be in good standing would not result in a Material Adverse Effect.
(vii)
Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership,
limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been
duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be,
in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company,
business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described
in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability
company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where
the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the
General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests,
business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable)
and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are
partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests,
limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were
issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of
trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be,
of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of
the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus,
no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s
consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess
of 5% of the Company’s consolidated rental revenue for such quarter.
(viii)
Capitalization. The authorized Common Stock of the Company and the issued and outstanding Common Stock of the Company are as set
forth in the line item “Common stock and paid in capital” set forth in the consolidated balance sheet as of March 31, 2021
contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (except for subsequent issuances,
if any, pursuant to employee benefit plans (including any exercise of equity awards pursuant thereto), the Company’s dividend reinvestment
and stock purchase plan or the Company’s “at-the-market” program, or any other subsequent issuance, in each
case, referred to in the Statutory Prospectus and the Prospectus). There are no outstanding securities convertible into or exchangeable
or exercisable for shares of Common Stock or Preferred Stock other than Common Stock issuable pursuant to equity awards issued under
the Company’s employee benefit plans referred to in the Statutory Prospectus and the Prospectus and up to 1,000,000 shares of Common
Stock that may be issued upon the exchange of certain limited partnership interests in Realty Income, L.P., a Maryland limited partnership
(“RI LP”).
(ix)
Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(x)
Authorization of Capital Stock. The shares of issued and outstanding Common Stock have been duly authorized and validly issued
and are fully paid and non-assessable; none of the outstanding shares of Common Stock was issued in violation of preemptive or other
similar rights arising by operation of law, under the charter or bylaws of the Company, under any agreement or instrument to which the
Company or any of its subsidiaries is a party or otherwise, and the Common Stock conforms to all statements relating thereto contained
or incorporated by reference in the General Disclosure Package and the Prospectus and such statements conform to the rights set forth
in the instruments defining the same.
(xi)
Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws, its
partnership agreement, declaration of trust or trust agreement, or its limited liability company agreement (or other similar agreement),
as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which any of them may be bound or to which any of the respective properties or assets of
the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would
not have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Agency Agreement, the Indenture
and the Securities and the consummation of the transactions contemplated herein and therein (including the issuance and sale of the Securities
and the use of the proceeds from the sale of the Securities as described in the Statutory Prospectus and the Prospectus under the caption
“Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized
by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict
with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any Agreement or Instrument, except
for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not have a Material
Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any applicable
law, rule, regulation, or governmental or court judgment, order, writ or decree. Neither the Company nor any of its subsidiaries is subject
to any governmental or court judgment, order, writ or decree that is material with respect to the Company and its subsidiaries considered
as one enterprise. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture
or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or any subsidiary of the Company or any of its subsidiaries.
(xii)
Absence of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary of the Company exists or, to the
best knowledge of the Company, is imminent; and the Company is not aware of any existing or imminent labor disturbance by the employees
of any of its or any subsidiary’s tenants, which, in either case, could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.
(xiii)
Absence of Proceedings. The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before
or by any court or governmental agency or body, domestic or foreign, and there is no such proceeding now pending or, to the best knowledge
of the Company, threatened, against or affecting the Company or any of its subsidiaries, which is required to be disclosed in the Registration
Statement, the Statutory Prospectus or the Prospectus (other than as disclosed therein), or which could reasonably be expected to result
in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the consummation of this Agreement
or the performance by the Company of its obligations under this Agreement, the Agency Agreement, the Indenture or the Securities; and
the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their
respective property or assets is the subject which are not described in the Registration Statement, the Statutory Prospectus or the Prospectus,
including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.
(xiv)
Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the
Statutory Prospectus or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have
not been so described and/or filed as required.
(xv)
Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate
patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property
(collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company
nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of
others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid
or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject
of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse
Effect.
(xvi)
Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification
or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations
under this Agreement, the Agency Agreement, the Indenture or the Securities, in connection with the offering, issuance or sale of the
Securities hereunder or the consummation of the other transactions contemplated by this Agreement, the Agency Agreement, the Indenture
or the Securities, except such as have been already made or obtained under the 1933 Act, the 1933 Act Regulations, the 1939 Act or the
1939 Act Regulations or as may be required under state securities laws.
(xvii)
Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by them and the Company and its subsidiaries are in compliance with
the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would not, singly or in
the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where
the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly
or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
(xviii)
Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Statutory Prospectus and the Prospectus under “Use of Proceeds” will not
be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
(xix)
Partnership Agreements. Each of the partnership agreements, declarations of trust or trust agreements, limited liability company
agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries
is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes
the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except
as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in
effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution,
delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default
under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or
other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any
law, administrative regulation or administrative or court order or decree.
(xx)
Properties. Except as otherwise disclosed in the General Disclosure Package and the Prospectus: (i) the Company and its subsidiaries
have good and marketable title (either in fee simple or pursuant to a valid leasehold interest) to all properties and assets described
in the Statutory Prospectus and the Prospectus as being owned or leased, as the case may be, by them and to all properties reflected
in the Company’s most recent consolidated financial statements included in the Statutory Prospectus and the Prospectus, and neither
the Company nor any of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the rights
of the Company or any subsidiary with respect to any such properties or assets (or any such lease) or affecting or questioning the rights
of the Company or any such subsidiary to the continued ownership, lease, possession or occupancy of such property or assets, except for
such claims that would not, singly or in the aggregate, have a Material Adverse Effect; (ii) all liens, charges, encumbrances, claims
or restrictions on or affecting the properties and assets of the Company or any of its subsidiaries which are required to be disclosed
in the Registration Statement, the Statutory Prospectus or the Prospectus are disclosed therein, and all such liens, charges, encumbrances,
claims or restrictions which are not disclosed in the Statutory Prospectus and the Prospectus could not reasonably be expected, singly
or in the aggregate, to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under
any of the leases pursuant to which the Company or any of its subsidiaries leases (as lessor) any of its properties (whether directly
or indirectly through other partnerships, limited liability companies, business trusts, joint ventures or otherwise) has an option or
right of first refusal or any other right to purchase any of such properties, except for such options, rights of first refusal or other
rights to purchase which, individually or in the aggregate, are not material with respect to the Company and its subsidiaries considered
as one enterprise; (iv) each of the properties of the Company or any of its subsidiaries has access to public rights of way, either
directly or through insured easements, except where the failure to have such access would not, singly or in the aggregate, have a Material
Adverse Effect; (v) each of the properties of the Company or any of its subsidiaries is served by all public utilities necessary
for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public
utilities would not, singly or in the aggregate, have a Material Adverse Effect; (vi) each of the properties of the Company or any
of its subsidiaries complies with all applicable codes and zoning and subdivision laws and regulations, except for such failures to comply
which would not, either individually or in the aggregate, have a Material Adverse Effect; (vii) all of the leases under which the
Company or any of its subsidiaries holds or uses any real property or improvements or any equipment relating to such real property or
improvements are in full force and effect, except where the failure to be in full force and effect would not, singly or in the aggregate,
have a Material Adverse Effect, and neither the Company nor any of its subsidiaries is in default in the payment of any amounts due under
any such leases or in any other default thereunder and the Company knows of no event which, with the passage of time or the giving of
notice or both, would constitute a default by the Company or any of its subsidiaries under any such lease, except such defaults that
would not, individually or in the aggregate, have a Material Adverse Effect; (viii) there is no pending or, to the best knowledge
of the Company, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use
of, improvements on, construction on or access to the properties of the Company or any of its subsidiaries, except such proceedings or
actions that, either singly or in the aggregate, would not have a Material Adverse Effect; and (ix) neither the Company nor any
of its subsidiaries nor any lessee of any of the real property or improvements of the Company or any of its subsidiaries is in default
in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or any of its subsidiaries
leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, limited liability companies,
joint ventures or otherwise), and the Company knows of no event which, with the passage of time or the giving of notice or both, would
constitute such a default under any of such leases, except such defaults as would not, individually or in the aggregate, have a Material
Adverse Effect.
(xxi)
Insurance. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and
its subsidiaries have title insurance on all real property and improvements described in the General Disclosure Package and the Prospectus
as being owned or leased under a ground lease, as the case may be, by them and to all real property and improvements reflected in the
Company’s most recent consolidated financial statements included in the General Disclosure Package and the Prospectus in an amount
at least equal to the original cost of acquisition and the Company and its subsidiaries are entitled to all benefits of the insured thereunder,
and each such property is insured by extended coverage hazard and casualty insurance in amounts and on such terms as are customarily
carried by lessors of properties similar to those owned by the Company and its subsidiaries (in the markets in which the Company’s
and subsidiaries’ respective properties are located), and the Company and its subsidiaries carry comprehensive general liability
insurance and such other insurance as is customarily carried by lessors of properties similar to those owned by the Company and its subsidiaries
in amounts and on such terms as are customarily carried by lessors of properties similar to those owned by the Company and its subsidiaries
(in the markets in which the Company’s and its subsidiaries’ respective properties are located) and the Company or one of
its subsidiaries is named as an additional insured on all policies required under the leases for such properties.
(xxii)
Environmental Matters. Except as otherwise disclosed in the General Disclosure Package and the Prospectus: (i) all real property
and improvements owned or leased by the Company or any of its subsidiaries, including, without limitation, the Environment (as defined
below) associated with such real property and improvements, is free of any Contaminant (as defined below), except such Contaminants which,
individually or in the aggregate, would not have a Material Adverse Effect; (ii) neither the Company, nor any of its subsidiaries
has caused or suffered to exist or occur any Release (as defined below) of any Contaminant into the Environment or any other condition
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or could result in any violation
of any Environmental Laws (as defined below) or constitute a health, safety or environmental hazard to any person or property except
for such violations or hazards that could not reasonably be expected to have a Material Adverse Effect; (iii) neither the Company
nor any of its subsidiaries is aware of any notice from any governmental body claiming any violation of any Environmental Laws or requiring
or calling attention to the need for any work, repairs, construction, alterations, removal or remedial action or installation on or in
connection with such real property or improvements, whether in connection with the presence of asbestos-containing materials in such
properties or otherwise, except for such violations, work, repairs, construction, alterations, removal or remedial actions or installations
as would not, individually or in the aggregate, have a Material Adverse Effect; (iv) any such work, repairs, construction, alterations,
removal or remedial action or installation, if required, would not result in the incurrence of liabilities, which, individually or in
the aggregate, would have a Material Adverse Effect; (v) neither the Company nor any of its subsidiaries has caused or suffered
to exist or occur any condition on any of the properties or improvements of the Company or any of its subsidiaries that could give rise
to the imposition of any Lien (as defined below) under any Environmental Laws, except such Liens which, individually or in the aggregate,
would not have a Material Adverse Effect; and (vi) no real property or improvements owned or leased by the Company or any of its
subsidiaries is being used or has been used for manufacturing or for any other operations that involve or involved the use, handling,
transportation, storage, treatment or disposal of any Contaminant, where such operations require or required permits or are or were otherwise
regulated pursuant to the Environmental Laws and where such permits have not been or were not obtained or such regulations are not being
or were not complied with, except in all instances where any failure to obtain a permit or comply with any regulation could not reasonably
be expected, singly or in the aggregate, to have a Material Adverse Effect. “Contaminant” means any pollutant, hazardous
substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos or asbestos-containing
materials, PCBs, lead, pesticides or radioactive materials or any constituent of any such substance or waste, including any such substance
identified or regulated under any Environmental Law. “Environmental Laws” means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq.,
the Clean Air Act, 42 U.S.C. 7401, et seq., the Clean Water Act, 33 U.S.C. 1251, et seq., the Toxic Substances
Control Act, 15 U.S.C. 2601, et seq., the Occupational Safety and Health Act, 29 U.S.C. 651, et seq., and all
other federal, state and local laws, ordinances, regulations, rules, orders, decisions, permits, and the like, which are directed at
the protection of human health or the Environment. “Lien” means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset. “Environment” means any surface water, drinking
water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient, workplace and indoor air. “Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, emanating or
disposing of any Contaminant into the Environment, including, without limitation, the abandonment or discard of barrels, containers,
tanks or other receptacles containing or previously containing any Contaminant or any release, emission or discharge as those terms are
defined or used in any Environmental Law.
(xxiii)
Qualification as a Real Estate Investment Trust. The Company was and is organized in conformity with the requirements for qualification
and taxation as a “real estate investment trust” (a “REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”); the Company at all times has met and continues to meet all the requirements of the Code for qualification and
taxation as a REIT; the Company’s method of operation will enable it to meet the requirements for qualification and taxation as
a REIT under the Code; and the Company is qualified as a REIT under the Code and will be so qualified for the taxable year in which sales
of the Securities occur.
(xxiv)
Registration Rights. There are no persons with registration or other similar rights to have any securities registered pursuant
to the Registration Statement or included in the offering contemplated hereby. There are no persons with registration or other similar
rights to have any securities registered by the Company under the 1933 Act, other than registration rights granted pursuant to various
registration rights agreements by and among the Company and each of the persons and entities made a party thereto covering up to 1,000,000
shares of Common Stock that may be issued in exchange of certain limited partnership interests in RI LP.
(xxv) Indenture.
The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles;
and the Indenture has been qualified under the 1939 Act.
(xxvi) Securities.
The Securities have been duly authorized by the Company and, at the Closing Time, will have been duly executed by the Company and, when
authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor specified in this
Agreement, (A) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors’ rights generally or by general equitable principles, and (B) will be in the form
contemplated by, and entitled to the benefits of, the Indenture.
(xxvii)
Description of Indenture, Agency Agreement and Securities. The Indenture conforms and each of the Agency Agreement and the Securities
will conform in all material respects to the respective statements relating thereto contained in the General Disclosure Package and the
Prospectus and the Indenture is in the form, and the Securities will be in substantially the form, filed or incorporated by reference,
as the case may be, as exhibits to the Registration Statement.
(xxviii)
Ranking of Securities. The Securities will rank on a parity with all unsecured indebtedness of the Company (other than subordinated
indebtedness of the Company) that is outstanding on the date hereof or that may be incurred hereafter, and senior to all subordinated
indebtedness of the Company that is outstanding on the date hereof or that may be incurred hereafter.
(xxix)
Trustee and Paying Agent. The Trustee has been duly appointed by the Company to serve as, and is, the trustee, security registrar,
a transfer agent and a paying agent for the Securities under the Indenture, and the Trustee has duly accepted such appointment under
the Indenture and has assumed all rights, powers and obligations of the Original Trustee under the Indenture upon the terms and conditions
set forth therein. At the Closing Time, the Agent will have been duly appointed by the Company to serve as, and will be, a paying agent
for the Securities under the Indenture, and the Agent will have duly accepted such appointment under the Agency Agreement.
(xxx)
Pending Proceedings and Examinations. The Registration Statement is not the subject of a pending proceeding or examination
under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of
the 1933 Act in connection with the offering of the Securities.
(xxxi)
No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or
any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf
of the Company or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct
or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any
of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act
2010 of the United Kingdom, the Criminal Finances Act 2017 of the United Kingdom or any other applicable anti-bribery or anti-corruption
laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including,
without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and
its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to
promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(xxxii)
Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries
conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(xxxiii)
No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the
knowledge of the Company, any agent, or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries
is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including without limitation,
the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation,
the designation as a “specially designated national” or “blocked person”), the United Nations Security Council,
the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor
is the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of
Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the
Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
For the past 5 years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not
engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target
of Sanctions or with any Sanctioned Country, Burma (Myanmar) or Sudan. No provision of this subsection 1(a)(xxxiii) shall apply to any
person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision
of (i) European Union Council Regulation (EC) 2271/96 (or any law or regulation implementing such Regulation in any member state of the
European Union) or (ii) in the case of any Representative established in the United Kingdom, as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
(xxxiv)
Sarbanes-Oxley. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such
term is defined in Rule 13a-15 and 15d-15 under the 1934 Act) and “internal control over financial reporting” (as such term
is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer
and its chief financial officer or principal financial officer, as applicable, by others within those entities, such disclosure controls
and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are
designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material
respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent
auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any,
in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize
and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have
a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s
independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls,
there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent)
and principal financial officer (or equivalent) of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”) and any related rules and regulations promulgated by the Commission, and the statements contained
in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers
are each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act and the rules and
regulations of the Commission and the New York Stock Exchange promulgated thereunder.
(xxxv)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) there
has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its
subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information
of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company
and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment
or technology (collectively, “IT Systems and Data”); (B) neither the Company nor its subsidiaries has been notified of, and
has no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or
other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies,
procedures, and technological safeguards to maintain, monitor and protect the integrity, continuous operation, redundancy and security
of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.
The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification.
(xxxvi)
The Agency Agreement. The Agency Agreement has been duly authorized by the Company and, at the Closing Time, the Agency Agreement
will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
(xxxvii)
Financial Statements of Acquired Company. To the knowledge of the Company, the consolidated financial statements of each Subject
Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules
and notes, present fairly the consolidated financial position of such Subject Company and its subsidiaries at the dates indicated and
the consolidated income, stockholders’ or partners’ equity, as the case may be, and cash flows of such Subject Company and
its subsidiaries for the periods specified; except as may otherwise be stated in the Registration Statement, the General Disclosure Package
and the Prospectus, said consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout
the periods involved, except where any such failure to conform or be consistent would not, singly or in the aggregate, reasonably be
expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects
of the Company and the Acquired Company and their respective subsidiaries, considered as one enterprise.
(xxxviii)
No Material Adverse Change in Business of Acquired Company. Since the respective dates as of which information is given in the
Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, to the knowledge of the
Company, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial
prospects or business prospects of the Acquired Company and its subsidiaries considered as one enterprise, whether or not arising in
the ordinary course of business.
(xxxix)
Statistical and Other Data. All (A) statistical and market-related data and (B) data (including financial information), in each
case, with respect to the Acquired Company or any of its subsidiaries included in the Registration Statement, the General Disclosure
Package or the Prospectus are based on or derived from sources that the Company reasonably believes to be accurate in all material respects
or represent the Company’s good faith estimates that are made on the basis of data derived from sources the Company reasonably
believes to be reliable and accurate in all material respects.
(xl)
Absence of Defaults and Conflicts as Result of Acquisition. The Acquisition Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except
as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors’ rights generally or by general equitable principles; and the Acquisition and compliance by the Company with
its obligations under the Acquisition Agreement do not and will not, whether with or without the giving of notice or passage of time
or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any agreement or instrument,
except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not have
a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or
any applicable law, rule, regulation, or governmental or court judgment, order, writ or decree.
(xli)
Acquired Company Representations and Warranties. To the knowledge of the Company, all of the representations and warranties made
by the Acquired Company in the Acquisition Agreement are true and correct (without giving effect to any limitation as to “materiality”
or “VEREIT Material Adverse Effect” or similar limitation as set forth therein), except that any representations and warranties
that expressly speak as of a particular date were true and correct (without giving effect to any limitation as to “materiality”
or “VEREIT Material Adverse Effect” or similar limitation as set forth therein) as of such particular date, except in each
case where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect assuming the consummation of the transactions contemplated by the Acquisition Agreement.
(b)
Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
SECTION
2. Sale and Delivery to the Underwriters; Closing.
(a)
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from the Company, at the respective prices set forth in Schedule B, the respective aggregate principal amounts
of the 2027 Notes and the 2033 Notes set forth in Schedule A opposite the name of such Underwriter, plus any additional principal
amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b)
Payment. Payment of the purchase price for the Securities shall be made at the office of Latham & Watkins LLP, 99
Bishopsgate, London EC2M 3XF, United Kingdom, or at such other place as shall be agreed upon by the Representatives and the Company,
at 8:00 A.M. (London time) on July 13, 2021 (unless postponed in accordance with the provisions of Section 10) or such other
time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date
of payment and delivery being herein called “Closing Time”).
Payment
shall be made to the Company by wire transfer of immediately available funds to an account at a bank in England designated by the Company,
against delivery of the Securities in registered, book-entry form to BNY London, in its capacity as common depositary for Clearstream
Banking S.A. (“Clearstream”) and Euroclear Bank, SA/NV (“Euroclear”), for the respective accounts of the Underwriters
of one or more certificates in global form representing the Securities (collectively, the “Global Securities”), with any
transfer taxes payable in connection with the sale of the Securities duly paid by the Company. It is understood that each Underwriter
has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for,
the Securities, which it has agreed to purchase. Goldman, individually and not as a Representative of the Underwriters, may (but shall
not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose payment therefor
has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c)
Denominations; Registration. Certificates for the Global Securities shall be in such denominations and registered in such names
as the Representatives may request in writing at least one full business day before the Closing Time. The certificates for the Global
Securities will be made available for examination by the Representatives in London not later than 2:00 P.M. (London time) on the
business day prior to the Closing Time.
SECTION
3. Covenants of the Company. The Company covenants with each Underwriter as follows:
(a)
Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall become effective,
or any supplement to the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have been filed, (ii) of
the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement
or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated or deemed
to be incorporated by reference or otherwise deemed to be a part of or included in any of the foregoing (including, without limitation,
pursuant to Rule 430B) or for additional information, (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any
preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or Section 8(e)
of the 1933 Act concerning the Registration Statement or any such new registration statement, or (v) if the Company becomes the
subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect
the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance
on Rule 424(b)(8)), and, if applicable, will take such steps as it deems necessary to ascertain promptly whether the form of prospectus
supplement or prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that
it was not, it will promptly file such prospectus supplement or prospectus, as the case may be. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.
(b)
Filing of Amendments. The Company will give the Representatives notice of its intention to file or prepare any amendment to the
Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any
preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective)
or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any
such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such
document to which the Representatives or counsel for the Underwriters shall object. The Company has given the Representatives notice
of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give
the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Time and will furnish
the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or
use any such document to which the Representatives or counsel for the Underwriters shall object.
(c)
Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives,
and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the
Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing
prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined
in Rule 405, required to be filed with the Commission, except that the Underwriters may use a free writing prospectus containing
the information contained in the Pricing Term Sheet. Any such free writing prospectus consented to by the Company and the Representatives
is hereinafter referred to as a “Permitted Free Writing Prospectus” and, for purposes of clarity, the parties hereby agree
that each Issuer General Use Free Writing Prospectus listed on Schedule D hereto (if any) is a Permitted Free Writing Prospectus.
The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free
writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.
(d)
Delivery of Registration Statement. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein)
as the Representatives and counsel for the Underwriters may reasonably request. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, if any, except to the extent permitted by Regulation S-T.
(e)
Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus,
if any, as such Underwriter reasonably requested, and the Company has delivered to each Underwriter, without charge, as many copies of
each Issuer Free Writing Prospectus, if any, as such Underwriter reasonably requested, and the Company hereby consents to the use of
such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when
the Prospectus is required to be delivered under the 1933 Act or the 1934 Act (or would be required to be delivered upon request by a
purchaser pursuant to Rule 173 under the 1933 Act), such number of copies of the Prospectus (as amended or supplemented) as
such Underwriter may reasonably request in writing (which may be by email). The Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(f)
Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934
Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of
the Securities as contemplated in this Agreement and in the General Disclosure Package and the Prospectus. If at any time when a prospectus
is required by the 1933 Act to be delivered (or would be required to be delivered upon request by a purchaser pursuant to Rule 173
under the 1933 Act) in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement
the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered
to a purchaser, or if it shall be necessary, in the opinion of any such counsel, at any such time to amend the Registration Statement
or to file a new registration statement relating to the Securities or amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to
Section 3(b), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission
or to make the Registration Statement or the Prospectus comply with such requirements, the Company will use its best efforts to have
such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration
statement with respect to the Securities), and the Company will furnish to the Underwriters such number of copies of such amendment,
supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free
Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted
or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Securities)
or the Statutory Prospectus or any other preliminary prospectus, the Company will promptly notify the Representatives and will promptly
cease use of such Issuer Free Writing Prospectus or amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing Prospectus included or would include an untrue statement of a material fact
or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly cease use
of such Issuer Free Writing Prospectus and amend or supplement, at its own expense, either (a) such Issuer Free Writing Prospectus
or (b) the Statutory Prospectus and the Prospectus, to eliminate or correct such conflict, untrue statement or omission.
(g)
Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives
may designate and to maintain such qualifications in effect for a period of not less than one year from the date hereof; provided,
however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect
of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been
so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such
qualification in effect for a period of not less than one year from the date hereof.
(h)
Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally
available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters
the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(i)
Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified
in the Prospectus under “Use of Proceeds.”
(j)
Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the
1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required
by the 1934 Act and the 1934 Act Regulations.
(k)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters
the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic
shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration
statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory
to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared
effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or
appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was
the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration
Statement shall include such new registration statement or post-effective amendment, as the case may be.
(l)
Filing Fees. The Company shall pay the required Commission filing fees relating to the Securities within the time required by
Rule 456(b)(1) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in
accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the
Prospectus filed pursuant to Rule 424(b)).
(m)
Pricing Term Sheet. The Company will prepare a final pricing term sheet containing a description of the final terms of the Securities,
in a form approved by the Representatives and containing the information in Schedule C hereto, and will file such term sheet pursuant
to Rule 433(d) under the 1933 Act within the time period required by such rule (such term sheet, the “Pricing Term Sheet”).
(n)
Restriction on Sale of Securities. During the period beginning on the date of this Agreement through and including the Closing
Time, the Company will not, without the prior written consent of the Representatives, directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, any debt securities of the Company or any securities convertible into or exercisable or exchangeable
for any debt securities of the Company (except for the Securities sold to the Underwriters pursuant to this Agreement) or file any registration
statement under the 1933 Act with respect to any of the foregoing.
(o)
No Stabilization. Neither the Company nor its affiliates, nor any persons acting on any of their behalf, has taken or will take,
directly or indirectly, any action designed to cause or to result in, or that has caused or resulted or which might reasonably be expected
to cause or result in, the stabilization in violation of applicable laws or manipulation of the price of any debt security of the Company
to facilitate the sale or resale of any Securities.
(p)
Clearstream/Euroclear. The Company will assist the Representatives in arranging for the Securities to be eligible for clearance
and settlement through the facilities of Clearstream and Euroclear and maintain such eligibility for so long as the Securities remain
outstanding.
(q)
Listing. The Company will use its commercially reasonable efforts to cause the Securities to be listed on the New York Stock Exchange
within 30 days after the date of this Agreement.
SECTION
4. Payment of Expenses.
(a)
Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
word processing, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed
and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement, a Canadian “wrapper”
(if applicable) and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of
the Securities, (iii) the preparation, issuance and delivery of the certificates for the Global Securities to the Underwriters,
including any transfer taxes or other duties payable upon the sale of the Securities to the Underwriters, (iv) the fees and disbursements
of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(g) hereof and, if applicable, the preparation of a Canadian “wrapper,” including
filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with
the preparation of the Blue Sky Survey and any supplement thereto and, if applicable, such Canadian “wrapper,” (vi) the
printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus
and any amendments or supplements thereto and any costs associated with the electronic delivery of any of the foregoing to the Underwriters,
(vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the
fees and expenses of any transfer agent or registrar for the Securities, (ix) if required, the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters (such fees and disbursements not to exceed $10,000) in connection with,
the review, if any, by the Financial Industry Regulatory Authority, Inc. (the “FINRA”) of the terms of the sale of the
Securities, (x) the fees and expenses of the Trustee, the Agent and the common depositary, including, if required, the fees and
disbursements of counsel in connection with the Indenture, the Agency Agreement and the Securities, (xi) any fees payable to securities
rating agencies in connection with the rating of the Securities, (xii) the fees (including, but not limited to, any application
fees) and expenses incurred in connection with the application, approval and admittance of the Securities for book-entry transfer by
Clearstream and Euroclear, and (xiii) the fees and expenses incurred in connection with listing of the Securities on the New York Stock
Exchange.
(b)
Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5
or Section 9(a)(i) or 9(a)(v) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the Underwriters.
(c)
Pro Rata Expenses. Each Underwriter agrees to pay the portion of such expenses payable by the Underwriters represented by such
Underwriter’s pro rata share (based on the proportion that the sum of the principal amount of 2027 Notes and the principal amount
of the 2033 Notes set forth opposite such Underwriter’s name in Schedule A hereto bears to the sum of the aggregate principal amount
of 2027 Notes and the aggregate principal amount of the 2033 Notes, respectively, set forth opposite the names of all Underwriters) of
the offering and sale of the 2027 Notes and 2033 Notes (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding
anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement
Lead Manager (as defined in Section 15 hereof) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of
accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no
later than 90 days following the Closing Time.
SECTION
5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy
of the representations and warranties of the Company contained in Section 1 hereof and in certificates of any officer of the Company
or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and
other obligations hereunder, and to the following further conditions:
(a)
Effectiveness of Registration Statement. The Registration Statement has become effective and at Closing Time no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened
by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. The Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2)
objecting to the use of the automatic shelf registration statement form. The Prospectus containing the Rule 430B Information shall
have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)).
The Pricing Term Sheet and all other Issuer General Use Free Writing Prospectuses, if any, have been filed, and all Issuer Limited Use
Free Writing Prospectuses, if any, have, if required by the 1933 Act Regulations, also been filed with the Commission in the manner and
within the time period required by Rule 433. The Company shall have paid the required Commission filing fees relating to the Securities
within the time period required by Rule 456(b)(1) of the 1933 Act Regulations without regard to the proviso therein and otherwise
in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the “Calculation
of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration
Statement or on the cover page of the Prospectus filed pursuant to Rule 424(b).
(b)
Opinions of Counsel for Company. At Closing Time, (i) the Representatives shall have received the favorable opinions, dated
as of Closing Time, of Latham & Watkins LLP, counsel for the Company, Michelle Bushore, Executive Vice President, Chief
Legal Officer, General Counsel and Secretary of the Company, and Venable LLP, Maryland counsel to the Company, each in form and
substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibits A, B and C hereto, respectively, and
to such further effect as counsel to the Underwriters may reasonably request pursuant to Section 5(i); and (ii) if such Maryland
counsel shall deliver a Separate Opinion (as defined in the last paragraph of Exhibit C hereto), the Representatives shall have
received such Separate Opinion, which shall comply with the requirements of the last paragraph of Exhibit C.
(c)
Opinion of Counsel for the Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated
as of Closing Time, of Sidley Austin llp, counsel for the Underwriters, with respect to
this Agreement, the Indenture, the Securities, the Registration Statement, the General Disclosure Package and the Prospectus and such
other matters as you may reasonably request. In giving such opinion such counsel may rely, as to all matters arising under or governed
by the laws of the State of Maryland, upon the opinion of Venable LLP delivered pursuant to Section 5(b) and, as to all matters
governed by the laws of other jurisdictions (other than the law of the State of New York and the federal law of the United States) upon
the opinions of counsel satisfactory to the Representatives.
(d)
Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective
dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received
a certificate of the Chairman, the President, the Chief Legal Officer or the General Counsel of the Company and of the chief financial
officer, principal financial officer or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there
has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time, and (iv) no
stop order suspending the effectiveness of the Registration Statement nor any notice pursuant to Rule 401(g)(2) objecting to the
use of the automatic shelf registration statement form has been issued and no proceedings for that purpose have been initiated or, to
the best of their knowledge, threatened by the Commission.
(e)
Company Accountant’s Comfort Letter. (i) At the time of the execution of this Agreement, the Representatives
shall have received from KPMG LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the Underwriters, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the Company’s financial statements
and certain financial information contained in the Registration Statement, the Statutory Prospectus and the Prospectus; and (ii) at
the Closing Time the Representatives shall have received from KPMG LLP a letter, dated as of Closing Time, to the effect that they
reaffirm the statements made in the letter furnished pursuant to clause (i) of this subsection (e) of this Section, except
that the specified date referred to therein shall be a date not more than three business days prior to Closing Time.
(f)
Subject Companies Accountant’s Comfort Letter. (i) At the time of the execution of this Agreement, the Representatives shall
have received from Deloitte & Touche LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the Underwriters, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the Subject Companies’ financial statements
and certain financial information contained in the Registration Statement, the Statutory Prospectus and the Prospectus; and (ii) at the
Closing Time the Representatives shall have received from Deloitte & Touche LLP a letter, dated as of Closing Time, to the effect
that they reaffirm the statements made in the letter furnished pursuant to clause (i) of this subsection (f) of this Section, except
that the specified date referred to therein shall be a date not more than three business days prior to Closing Time.
(g)
Accounting Officer’s Certificate. At the time of the execution of this Agreement, the Representatives shall have received
a certificate, in form and substance satisfactory to the Representatives, signed by the chief financial officer, principal financial
officer or chief accounting officer of the Company, acting solely in his or her capacity as such officer, certifying as to the accuracy
of certain financial information included in the Registration Statement, the Statutory Prospectus and/or the Prospectus.
(h)
Rating Requirement. The Securities shall have credit ratings and outlooks from Moody’s Investors Service Inc. (“Moody’s”)
and S&P Global Ratings (“S&P”) at the Closing Time that are the same as or better than the respective ratings and
outlooks set forth in the Pricing Term Sheet filed with the Commission on the date hereof, and the Company shall have delivered to the
Representatives a letter, dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives,
confirming that the Securities have such ratings.
(i)
Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(j)
Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time,
and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that
Sections 6, 7, 13, 14, 15, 19, 20 and 22 shall survive any such termination and remain in full force and effect.
(k)
Agency Agreement. The Agency Agreement shall have been executed and delivered by the parties thereto, shall be reasonably satisfactory
to the Representatives in form and substance, and shall be in full force and effect and the Representatives shall have received an executed
copy of the Agency Agreement.
(l) Clearstream/Euroclear.
The Securities shall be eligible for clearance and settlement through the facilities of Clearstream and Euroclear.
SECTION
6. Indemnification.
(a)
Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, each person that is an affiliate
or a selling agent of any Underwriter and that is involved in the offering or sale of the Securities, and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including, without limitation,
the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included
in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus
(or any amendment or supplement thereto) or (B) any materials or information provided to investors by, or with the approval of, the Company
in connection with the marketing of the offering of the Securities, including any road show or investor presentations made by the Company
(whether in person or electronically and including any live or recorded road show or presentations), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject
to Section 6(d) below) any such settlement is effected with the written consent of the Company; and
(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or
any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto).
(b)
Indemnification of Company, Directors and Officers. Each Underwriter, severally and not jointly, agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto),
including, without limitation, the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the
General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity
with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein.
(c)
Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify
an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected
by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not
the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
(d)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION
7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters
on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations.
The
relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial public offering
price of the Securities as set forth on such cover.
The
relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding
the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission
or alleged omission.
No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For
purposes of this Section 7, each person that is an affiliate or a selling agent of any Underwriter and that is involved in the offering
or sale of the Securities and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company,
each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The
Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate principal
amount of Securities set forth opposite their respective names in Schedule A hereto and not joint.
SECTION
8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in
this Agreement and in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or any affiliate, selling agent or controlling person
of any Underwriter, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.
SECTION
9. Termination of Agreement.
(a)
Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing
Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse
change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if
there has occurred any material adverse change in the financial markets in the United States or the international financial markets,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in
the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the
Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock
Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or the London Stock
Exchange plc or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA
or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance
services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California, New York or United
Kingdom authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities,
any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by
any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance
or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities,
any class or series of Preferred Stock or any of the Company’s other debt securities, or (vi) there shall have occurred a
material adverse change since the date hereof in the U.S. or United Kingdom taxation affecting the Securities or the transfer thereof.
(b)
Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party
to any other party except as provided in Section 4 hereof, and provided further that Sections 6, 7, 13, 14, 15, 19, 20 and
22 shall survive such termination and remain in full force and effect.
SECTION
10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase
the Securities which it or they are obligated to purchase under this Agreement at such time (the “Defaulted Securities”),
the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters,
or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour
period, then:
(a)
if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities
set forth on Schedule A hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase
the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations
of all non-defaulting Underwriters, or
(b)
if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities set forth
on Schedule A hereto, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No
action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In
the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall
have the right to postpone the Closing Time, for a period not exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person
substituted for an Underwriter under this Section 10.
SECTION
11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to them c/o Goldman Sachs
& Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; Barclays Bank PLC, 5 The North Colonnade,
Canary Wharf, London E14 4BB, United Kingdom, Attention: Debt Syndicate, Tel: +44 20 7773 9098; Citigroup Global Markets Limited, Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Fixed Income Syndicate Desk, Tel: +44 20 7986 1927; Credit
Suisse International, One Cabot Square, London E14 4QJ, United Kingdom, Attention: DCM Transaction Management, Tel: +44 20 7888 9171,
Fax no.: +44 207 888 1600; Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ, United Kingdom, Attention: Syndicate Desk,
Tel: +44 20 7995 3966, Fax no.: +44 20 7995 0048, Email: dcm_london@bofa.com; and Wells Fargo Securities International Limited, 33 King
William Street, London EC4R 9AT, United Kingdom, Attention: DCM & Syndicate, Tel: +44 20 3942 8530, Fax no.: +44 20 7149 8391; and
notices to the Company shall be directed to it at Realty Income Corporation, 11995 El Camino Real, San Diego, California 92130, attention
of Legal Department.
SECTION
12. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, including any substitute Underwriters
pursuant to Section 10 hereof, and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors
and the affiliates, selling agents, controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs
and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters
and the Company and their respective successors, and said affiliates, selling agents, controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from
any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION
13. Recognition of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For
the purposes of this Section 13, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION
14. Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other
agreements, arrangements, or understanding between any of the parties hereto, each of the parties acknowledges and accepts that a BRRD
Liability of a BRRD Party hereto arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution
Authority, and acknowledges, accepts and agrees to be bound by:
(a)
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a BRRD Party,
that (without limitation) may include and result in any of the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of another person, and the
issue to or conferral on it of such shares, securities or obligations;
(iii) the
cancellation of the BRRD Liability; or
(iv) the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by
suspending payment for a temporary period; and
(b)
the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of any Bail-in Powers by the Relevant Resolution Authority.
For
the purposes of this Section 14,
“Bail-in
Legislation” means (a) in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time and (b) in relation to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time)
and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms
or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings);
“Bail-in
Powers” means (a) in relation to a member state of the European Economic Area which has implemented, or which at any time implements,
the BRRD, any write-down, conversion, transfer, modification, suspension or similar or related power existing from time to time under,
and exercised in compliance with, any applicable laws, regulations, rules or requirements pursuant to the applicable Bail-in Legislation
and (b) in relation to the United Kingdom, any powers of the Relevant Resolution Authority under the Bail-In Legislation to cancel, transfer
or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment
firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or
instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to
or ancillary to any of those powers.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation;
“BRRD
Party” means any party hereto that is subject to Bail-in Powers;
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time; and
“Relevant
Resolution Authority” means, in relation to any BRRD Party, the resolution authority with the ability to exercise any Bail-in Powers
as defined in this Section 14.
SECTION
15. ICMA Agreement Among Managers. The execution of this Agreement on behalf of all parties hereto will constitute the acceptance
by each Underwriter of the International Capital Market Association Standard Form Agreement Among Managers Version 1/ New York Law Schedule
(the “AAM”) as amended herein and the Underwriters further agree that references in the AAM to the “Managers”
shall mean the Underwriters, references to “Lead Managers” shall mean the Representatives, references to the “Settlement
Lead Manager” shall mean Goldman, references to the “Stabilisation Coordinator” shall mean Goldman and references to
the “Subscription Agreement” shall mean this Agreement. As applicable to the Underwriters, Clause 3 of the AAM shall be deemed
to be deleted in its entirety and replaced with Section 10 of this Agreement.
SECTION
16. Stabilizing Manager. The Company hereby authorizes Goldman in its role as stabilizing manager (the “Stabilizing Manager”)
to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission
Delegated Regulation (EU) 2016/1052 of 8 March 2016. The Stabilizing Manager for its own account may, to the extent permitted by applicable
laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at a level higher
than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company
and any loss resulting from over-allotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained,
by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing
Manager) will undertake any stabilization action. Any stabilizing action may begin on or after the date on which adequate public disclosure
of the terms of the Securities takes place and, if begun, may be discontinued at any time, but must end no later than the earlier of
30 days after the issue date of the Securities and 60 days after the date of the allotment of the Securities. Nothing contained in this
paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Securities specified
in Schedule A hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager
in accordance with all applicable laws and directives.
SECTION
17. MiFID Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance
rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities
of manufacturers under the Product Governance Rules:
(a)
each Underwriter which deems itself to be a manufacturer for the purposes of the Product Governance Rules (each a “Manufacturer”
and together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred
upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution
channels as applying to the Securities and the related information set out in the Prospectus and any announcements in connection with
the Securities; and
(b)
the Company and each Underwriter which is not a Manufacturer note the application of the Product Governance Rules and acknowledge the
target market and distribution channels identified as applying to the Securities by the Manufacturers and the related information set
out in the Prospectus and any announcements in connection with the Securities.
SECTION
18. UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers
under the UK MiFIR Product Governance Rules:
(a)
each Underwriter which deems itself to be a manufacturer for the purposes of the UK MiFIR Product Governance Rules (each a “UK
Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the
responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the
target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus
and any announcements in connection with the Securities; and
(b)
the Company and each Underwriter which is not a UK Manufacturer note the application of the UK MiFIR Product Governance Rules and acknowledge
the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information
set out in the Prospectus and any announcements in connection with the Securities.
SECTION
19. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into
any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange
used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with
such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the
Company with respect to any sum due from the Company to any Underwriter or any person controlling any Underwriter or any affiliate or
selling agent of any Underwriter, as the case may be, shall, notwithstanding any judgment in a currency other than United States dollars,
not be discharged until the first business day following receipt by such Underwriter or controlling person or affiliate or selling agent
of such Underwriter of any sum in such other currency, and only to the extent that such Underwriter or controlling person or affiliate
or selling agent of such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other
currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person or
affiliate or selling agent of such Underwriter, as the case may be, hereunder, the Company agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter or controlling person or affiliate or selling agent of such Underwriter against such
loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person or
affiliate or selling agent of such Underwriter hereunder, such Underwriter or controlling person or affiliate or selling agent of such
Underwriter, as the case may be, shall pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally
due to such Underwriter or controlling person or affiliate or selling agent of such Underwriter hereunder.
SECTION
20. No Advisory or Fiduciary Responsibility; Tax Disclosure. (a) The Company acknowledges and agrees that: (i) the purchase
and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and
any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the
several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by
the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process
leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or
fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed
or will assume an advisory, agency or fiduciary responsibility in favor of the Company or any of its subsidiaries or other affiliates
with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter
has advised or is currently advising the Company or any of its subsidiaries or other affiliates on other matters) and no Underwriter
has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this
Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and the several Underwriters have no obligation to disclose any of such interests by
virtue of any advisory, agency or fiduciary relationship; (v) the Underwriters have not provided any legal, accounting, financial,
regulatory, investment or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting,
financial, regulatory and tax advisors to the extent it deemed appropriate; and (vi) none of the activities of the Underwriters in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters
with respect to any entity or natural person.
(b)
Notwithstanding any other provision of this Agreement, immediately upon commencement of discussions with respect to the transactions
contemplated hereby, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure.
For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions
contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or
claimed federal income tax treatment of the transactions contemplated hereby.
SECTION
21. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company
and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or
alleged breach of agency or fiduciary duty.
SECTION
22. GOVERNING LAW AND TIME. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
SAID STATE. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION
23. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
SECTION
24. Effect of Headings and Table of Contents; Counterparts. The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.
The
words “executed,” “execution,” “signed,” “signature,” and words of like import in this
Agreement or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into
or delivered pursuant to or in connection with this Agreement shall include images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and electronic
signatures (including, without limitation, DocuSign and AdobeSign) and, without limitation to the foregoing, this Agreement and any amendments
or supplements hereto may be executed and delivered by the parties by any of the foregoing means other than by DocuSign, AdobeSign or
other electronic signatures. The use of electronic means of transmittal and delivery, 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 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.
[Signature
Pages Follow]
If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance
with its terms.
|
|
Very
truly yours,
|
|
|
|
|
|
REALTY
INCOME CORPORATION
|
|
|
|
|
|
By:
|
/s/
Michelle Bushore
|
|
|
|
Name:
|
Michelle
Bushore
|
|
|
|
Title:
|
Executive
Vice President, Chief Legal Officer, General Counsel and Secretary
|
[Signature
Page to Purchase Agreement]
CONFIRMED
AND ACCEPTED,
as
of the date first above written:
|
By:
GOLDMAN SACHS & CO. LLC
|
|
By:
CREDIT SUISSE INTERNATIONAL
|
|
|
|
|
|
By:
|
/s/
Sam Chaffin
|
|
By:
|
/s/
Dhiren Shah
|
|
|
Name:
Sam Chaffin
|
|
|
Name:
Dhiren Shah
|
|
|
Title:
Vice President
|
|
|
Title:
Managing Director
|
|
|
|
|
|
|
|
By:
|
/s/
Anthony Stringer
|
|
By: BARCLAYS BANK
PLC
|
|
|
Name:
Anthony Stringer
|
|
|
|
|
Title:
Director
|
|
By:
|
/s/
Emily Wilson
|
|
By:
MERRILL LYNCH INTERNATIONAL
|
|
|
Name:
Emily Wilson
|
|
|
|
|
Title:
Authorised Signatory
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Angus J. Reynolds
|
|
By:
|
CITIGROUP
GLOBAL MARKETS LIMITED
|
|
|
Name:
Angus J. Reynolds
|
|
|
|
|
|
Title:
Managing Director
|
|
By:
|
/s/
Tim Odell
|
|
By:
WELLS FARGO SECURITIES INTERNATIONAL LIMITED
|
|
|
Name:
Tim Odell
|
|
|
|
|
Title:
Delegated Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert Ritchie
|
|
|
|
|
|
Name:
Robert Ritchie
|
|
|
|
|
|
Title:
CIB EMEA Head of Banking & Capital Markets
|
|
|
For
themselves and as Representatives of the Underwriters listed in the signature pages hereto and named in Schedule A hereto.
|
[Signature
Page to Purchase Agreement]
|
By:
The Toronto-dominion bank
|
|
|
|
|
|
By:
|
/s/
Frances Watson
|
|
|
|
Name:
Frances Watson
|
|
|
|
Title:
Director, Transaction Management Group
|
|
[Signature
Page to Purchase Agreement]
|
By:
j.p. morgan securities plc
|
|
|
|
|
|
By:
|
/s/
Robert Chambers
|
|
|
|
Name:
Robert Chambers
|
|
|
|
Title:
Executive Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
mizuho international plc
|
|
|
|
|
|
By:
|
/s/
Manabu Shibuya
|
|
|
|
Name:
Manabu Shibuya
|
|
|
|
Title:
Executive Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
rbc
europe limited
|
|
|
|
|
|
By:
|
/s/
Elaine Murray
|
|
|
|
Name:
|
Elaine
Murray
|
|
|
|
Title:
|
Duly
Authorised Signatory
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
bny
mellon capital markets, llc
|
|
|
|
|
|
By:
|
/s/
Dan Klinger
|
|
|
|
Name:
|
Dan
Klinger
|
|
|
|
Title:
|
Managing
Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
pnc
capital markets llc
|
|
|
|
|
|
By:
|
/s/
Valerie Shadeck
|
|
|
|
Name:
|
Valerie
Shadeck
|
|
|
|
Title:
|
Managing
Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
regions
securities llc
|
|
|
|
|
|
By:
|
/s/
Thomas Bove
|
|
|
|
Name:
|
Thomas
Bove
|
|
|
|
Title:
|
Vice
President
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
u.s.
bancorp investments, inc.
|
|
|
|
|
|
By:
|
/s/
Charles P. Carpenter
|
|
|
|
Name:
|
Charles
P. Carpenter
|
|
|
|
Title:
|
Senior
Vice President
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
bank
of montreal, london branch
|
|
|
|
|
|
By:
|
/s/
Richard Couzens
|
|
|
|
Name:
|
Richard
Couzens
|
|
|
|
Title:
|
Managing
Director & Head Global Markets, EMEA
|
|
|
|
|
|
By:
|
/s/
Edward Mizuhara
|
|
|
|
Name:
|
Edward
Mizuhara
|
|
|
|
Title:
|
Managing
Director, Debt Products
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
Morgan
stanley & co. international plc
|
|
|
|
|
|
By:
|
/s/
Kathryn McArdle
|
|
|
|
Name:
|
Kathryn
McArdle
|
|
|
|
Title:
|
Vice
President
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
scotiabank
europe plc
|
|
|
|
|
|
By:
|
/s/
James Walter
|
|
|
|
Name:
|
James
Walter
|
|
|
|
Title:
|
Regional
Director, Europe Legal
|
|
|
|
|
|
By:
|
/s/
Cesare Roselli
|
|
|
|
Name:
|
Cesare
Roselli
|
|
|
|
Title:
|
Managing
Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
truist securities, inc.
|
|
|
|
|
|
By:
|
/s/
Robert Nordlinger
|
|
|
|
Name:
Robert Nordlinger
|
|
|
|
Title:
Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
bnp
paribas
|
|
|
|
|
|
By:
|
/s/
Hugh Pryse-Davies
|
|
|
|
Name:
Hugh Pryse-Davies
|
|
|
|
Title:
Authorised Signatory
|
|
|
|
|
|
By:
|
/s/
Benedict Foster
|
|
|
|
Name:
Benedict Foster
|
|
|
|
Title:
Authorised Signatory
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
STIFEL
NICOLAUS EUROPE LIMITED
|
|
|
|
|
|
By:
|
/s/
Duncan Sherriffs
|
|
|
|
Name:
Duncan Sherriffs
|
|
|
|
Title:
Managing Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
ubs
ag london branch
|
|
|
|
|
|
By:
|
/s/
Paul Mahony
|
|
|
|
Name:
Paul Mahony
|
|
|
|
Title:
Executive Director
|
|
|
|
|
|
By:
|
/s/
Sienna Haskell
|
|
|
|
Name:
Sienna Haskell
|
|
|
|
Title:
Associate Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
academy
securities, inc.
|
|
|
|
|
|
By:
|
/s/
Michael Boyd
|
|
|
|
Name:
Michael Boyd
|
|
|
|
Title:
Chief Compliance Officer
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
berenberg
capital markets llc
|
|
|
|
|
|
By:
|
/s/
Zachary Brantly
|
|
|
|
Name:
Zachary Brantly
|
|
|
|
Title:
Head of U.S. Investment Banking
|
|
|
|
|
|
By:
|
/s/
Matt Rosenblatt
|
|
|
|
Name:
Matt Rosenblatt
|
|
|
|
Title:
CCO & Ops Principal
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
comerica
securities, inc.
|
|
|
|
|
|
By:
|
/s/
Cynthia J. Higgins
|
|
|
|
Name:
Cynthia J. Higgins
|
|
|
|
Title:
Managing Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
mufg
securities emea plc
|
|
|
|
|
|
By:
|
/s/
Corina Painter
|
|
|
|
Name:
Corina Painter
|
|
|
|
Title:
Director
|
|
[Signature
Page to Purchase Agreement]
|
By:
|
samuel
a. ramirez & company, inc.
|
|
|
|
|
|
By:
|
/s/
Lawrence Goldman
|
|
|
|
Name:
Lawrence Goldman
|
|
|
|
Title:
Managing Director
|
|
[Signature
Page to Purchase Agreement]
SCHEDULE
A
|
|
|
Principal
amount of
2027 Notes
|
|
|
Principal
amount of
2033 Notes
|
|
|
Goldman
Sachs & Co. LLC
|
|
£
|
72,000,000
|
|
|
£
|
63,000,000
|
|
|
Barclays
Bank PLC
|
|
|
32,000,000
|
|
|
|
28,000,000
|
|
|
Citigroup
Global Markets Limited
|
|
|
32,000,000
|
|
|
|
28,000,000
|
|
|
Credit Suisse
International
|
|
|
32,000,000
|
|
|
|
28,000,000
|
|
|
Merrill Lynch
International
|
|
|
32,000,000
|
|
|
|
28,000,000
|
|
|
Wells Fargo
Securities International Limited
|
|
|
32,000,000
|
|
|
|
28,000,000
|
|
|
The Toronto-Dominion
Bank
|
|
|
19,000,000
|
|
|
|
16,625,000
|
|
|
J.P. Morgan
Securities plc
|
|
|
17,000,000
|
|
|
|
14,875,000
|
|
|
Mizuho International
plc
|
|
|
17,000,000
|
|
|
|
14,875,000
|
|
|
RBC Europe
Limited
|
|
|
17,000,000
|
|
|
|
14,875,000
|
|
|
BNY Mellon
Capital Markets, LLC
|
|
|
10,000,000
|
|
|
|
8,750,000
|
|
|
PNC Capital
Markets LLC
|
|
|
10,000,000
|
|
|
|
8,750,000
|
|
|
Regions Securities
LLC
|
|
|
10,000,000
|
|
|
|
8,750,000
|
|
|
U.S. Bancorp
Investments, Inc.
|
|
|
10,000,000
|
|
|
|
8,750,000
|
|
|
Bank of Montreal,
London Branch
|
|
|
7,000,000
|
|
|
|
6,125,000
|
|
|
Morgan Stanley
& Co. International plc
|
|
|
7,000,000
|
|
|
|
6,125,000
|
|
|
Scotiabank
Europe plc
|
|
|
7,000,000
|
|
|
|
6,125,000
|
|
|
Truist Securities,
Inc.
|
|
|
7,000,000
|
|
|
|
6,125,000
|
|
|
BNP Paribas
|
|
|
5,000,000
|
|
|
|
4,375,000
|
|
|
Stifel Nicolaus
Europe Limited
|
|
|
5,000,000
|
|
|
|
4,375,000
|
|
|
UBS AG London
Branch
|
|
|
5,000,000
|
|
|
|
4,375,000
|
|
|
Academy Securities,
Inc.
|
|
|
3,000,000
|
|
|
|
2,625,000
|
|
|
Berenberg
Capital Markets LLC
|
|
|
3,000,000
|
|
|
|
2,625,000
|
|
|
Comerica
Securities, Inc.
|
|
|
3,000,000
|
|
|
|
2,625,000
|
|
|
MUFG Securities
EMEA plc
|
|
|
3,000,000
|
|
|
|
2,625,000
|
|
|
Samuel A.
Ramirez & Company, Inc.
|
|
|
3,000,000
|
|
|
|
2,625,000
|
|
|
Total
|
|
£
|
400,000,000
|
|
|
£
|
350,000,000
|
|
SCHEDULE
B
Pricing
Schedule
1.
The initial public offering price for the 2027 Notes shall be 99.305% of the principal amount thereof, plus accrued interest, if any,
from and including July 13, 2021.
2.
The purchase price to be paid for the 2027 Notes by the several Underwriters shall be 98.680% of the principal amount thereof (such percentage
of the principal amount thereof being equal to the percentage of the principal amount set forth in paragraph 1 above less an underwriting
discount of 0.625% of the principal amount thereof).
3.
The initial public offering price for the 2033 Notes shall be 99.842% of the principal amount thereof, plus accrued interest, if any,
from and including July 13, 2021.
4.
The purchase price to be paid for the 2033 Notes by the several Underwriters shall be 99.217% of the principal amount thereof (such percentage
of the principal amount thereof being equal to the percentage of the principal amount set forth in paragraph 3 above less an underwriting
discount of 0.625% of the principal amount thereof).
SCHEDULE
C
Issuer
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-257510
July 8, 2021
REALTY
INCOME CORPORATION
PRICING TERM SHEET
1.125%
Notes due 2027
1.750%
Notes due 2033
This
free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s
preliminary prospectus supplement dated July 8, 2021 (the “Preliminary Prospectus Supplement”), the accompanying prospectus
dated June 29, 2021 (the “Prospectus”) and the documents incorporated and deemed to be incorporated by reference therein.
|
Issuer:
|
Realty
Income Corporation (the “Company”)
|
|
|
|
|
Securities:
|
1.125% Notes due 2027 (the “2027 notes”)
|
|
|
1.750% Notes due 2033 (the “2033 notes”)
|
|
|
|
|
|
The 2027 notes and the 2033 notes (collectively, the
“notes”) will each constitute a separate series of the Company’s debt securities under the indenture governing the
notes.
|
|
|
|
|
Trade Date:
|
July 8, 2021
|
|
|
|
|
Expected Settlement Date:
|
July 13, 2021 (T+3)
|
|
|
|
|
Delayed Settlement:
|
The Company expects that the delivery of the notes will
be made against payment therefor on or about the settlement date specified above, which will be the third business day following the
date of this pricing term sheet. Under rules of the U.S. Securities and Exchange Commission (the “SEC”), trades in the
secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes before the second business day prior to the settlement date specified above will
be required, by virtue of the fact that the normal settlement date for that trade would occur prior to the closing date for the issuance
of the notes, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult
their own advisors with respect to these matters.
|
|
|
|
|
Offering Format:
|
SEC registered
|
|
|
|
|
Net Proceeds:
|
Approximately £742.0 million after deducting the
underwriting discounts but before deducting estimated expenses payable by the Company
|
|
|
|
|
Principal Amount:
|
2027 notes: £400,000,000
|
|
|
2033 notes: £350,000,000
|
|
|
|
|
Denominations:
|
2027
notes: £100,000 and integral multiples of £1,000 in excess thereof
|
|
|
2033
notes: £100,000 and integral multiples of £1,000 in excess thereof
|
|
Maturity Date:
|
2027 notes: July 13, 2027
|
|
|
2033 notes: July 13, 2033
|
|
|
|
|
Day Count
Convention:
|
2027 notes:
ACTUAL/ACTUAL (ICMA)
|
|
|
2033 notes: ACTUAL/ACTUAL (ICMA)
|
|
|
|
|
Interest Rate:
|
2027 notes: 1.125% per annum, accruing from July 13,
2021
|
|
|
2033 notes: 1.750% per annum, accruing from July 13,
2021
|
|
|
|
|
Interest Payment Dates:
|
2027 notes: Annually on July 13, commencing July 13,
2022
|
|
|
2033 notes: Annually on July 13, commencing July 13,
2022
|
|
|
|
|
Price to Public:
|
2027 notes: 99.305%, plus accrued interest, if any
|
|
|
2033 notes: 99.842%, plus accrued interest, if any
|
|
|
|
|
Benchmark Security:
|
2027 notes: UKT 1.25% due July 2027
|
|
|
2033 notes: UKT 4.25% due June 2032
|
|
|
|
|
Benchmark Security Price/Yield:
|
2027 notes: 105.42 / 0.342%
|
|
|
2033 notes: 137.14 / 0.707%
|
|
|
|
|
Spread to Benchmark Security:
|
2027 notes: + 90 basis points
|
|
|
2033 notes: + 105 basis points
|
|
|
|
|
Semi-Annual Yield:
|
2027 notes: 1.242%
|
|
|
2033 notes: 1.757%
|
|
|
|
|
Annual Yield:
|
2027 notes: 1.246%
|
|
|
2033 notes: 1.765%
|
|
|
|
|
Optional Redemption:
|
Prior to May 13, 2027 (the “2027 Notes Par Call
Date”), the 2027 notes will be redeemable and, prior to April 13, 2033 (the “2033 Notes Par Call Date”), the 2033
notes will be redeemable, in each case 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 of the applicable series to be redeemed, and (b) the sum
of the present values of the remaining scheduled payments of principal of and interest on the notes of such series to be redeemed (exclusive
of interest accrued to the applicable redemption date), assuming that the notes of such series matured and that accrued and unpaid
interest on the notes of such series was payable on the 2027 Notes Par Call Date, in the case of the 2027 notes, or the 2033 Notes
Par Call Date, in the case of the 2033 notes, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable
Government Bond Rate (as such term is defined under the caption “Description of Notes—Optional Redemption” in the
Preliminary Prospectus Supplement) plus 15 basis points, in the case of the 2027 notes, or 20 basis points, in the case of the 2033
notes, plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the notes of the
applicable series being redeemed to such redemption date.
|
|
|
On and after the 2027 Notes Par Call Date, the 2027 notes
will be redeemable and, on and after the 2033 Notes Par Call Date, the 2033 notes will be redeemable, in each case 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
of the applicable series to be redeemed, plus accrued and unpaid interest on the principal amount of the notes of such series being
redeemed to the applicable redemption date.
|
|
|
|
|
|
See the information under the caption “Description
of Notes—Optional Redemption” in the Preliminary Prospectus Supplement for further terms and provisions applicable to optional
redemption of the notes.
|
|
|
|
|
Tax Redemption:
|
The notes of each series will be redeemable, in whole
but not in part, at the option of the Company in the event of certain changes in United States taxation at a redemption price equal
to 100% of the principal amount of the notes of such series, plus accrued and unpaid interest on the notes of such series to the applicable
redemption date. See "Description of Notes—Redemption for Changes in Taxes" in the Preliminary Prospectus Supplement
for further terms and provisions applicable to redemption of the notes under these circumstances.
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CUSIP:
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2027
notes: 756109 BB9
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2033 notes: 756109 BC7
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ISIN:
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2027
notes: XS2364124409
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2033 notes: XS2364124664
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Common Code:
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2027 notes: 236412440
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2033 notes: 236412466
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Listing:
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The
Company intends to apply to list the notes on the New York Stock Exchange.
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Underwriters
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Joint Book-Running Managers:
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Goldman Sachs & Co. LLC
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Barclays
Bank PLC
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Citigroup
Global Markets Limited
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Credit
Suisse International
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Merrill
Lynch International
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Wells
Fargo Securities International Limited
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The
Toronto-Dominion Bank
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J.P.
Morgan Securities plc
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Mizuho
International plc
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RBC
Europe Limited
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Co-Lead Managers:
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BNY Mellon Capital Markets, LLC
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PNC
Capital Markets LLC
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Regions
Securities LLC
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U.S.
Bancorp Investments, Inc.
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Senior Co-Managers:
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Bank of Montreal, London Branch
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Morgan
Stanley & Co. International plc
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Scotiabank
Europe plc
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Truist
Securities, Inc.
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Co-Managers:
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BNP
Paribas
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Stifel
Nicolaus Europe Limited
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UBS
AG London Branch
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Academy
Securities, Inc.
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Berenberg
Capital Markets LLC
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Comerica
Securities, Inc.
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MUFG
Securities EMEA plc
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Samuel
A. Ramirez & Company, Inc.
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An
affiliate of BNY Mellon Capital Markets, LLC, one of the underwriters, is the trustee under the indenture governing the notes and a separate
affiliate of BNY Mellon Capital Markets, LLC is the paying agent for the notes.
Stifel
Nicolaus Europe Limited may pay an unaffiliated entity, which is also a lender under the Company’s $3.0 billion revolving credit
facility, or its affiliate a fee in connection with this offering.
Comerica
Securities, Inc., a Financial Industry Regulatory Authority, Inc. member, is paying a referral fee to an affiliated entity, Comerica
Bank, which is a lender under the Company’s $3.0 billion revolving credit facility.
Associated
Investment Services, Inc. (AIS), a Financial Industry Regulatory Authority, Inc. member and a subsidiary of Associated Banc-Corp, is
being paid a referral fee by Samuel A. Ramirez & Company, Inc. A subsidiary of Associated Banc-Corp is a lender under the Company’s
$3.0 billion revolving credit facility.
The
issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents
the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free
by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and related prospectus supplement if you request it by contacting Goldman Sachs
& Co. LLC by telephone (toll free) at 1-866-471-2526, Barclays Bank PLC by telephone (toll free) at 1-888-603-5847, Citigroup
Global Markets Limited by telephone (toll free) at 1-800-831-9146, Credit Suisse International by telephone at +44 (0) 20 7888 4021,
Merrill Lynch International by telephone (toll free) at 1-800-294-1322 or Wells Fargo Securities International Limited by telephone at
+44 20 3942 8537.
MiFID
II and UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK
MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been prepared as not available to retail in EEA or UK.
SCHEDULE
D
Issuer
General Use Free Writing Prospectuses
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1.
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Issuer
Free Writing Prospectus dated July 8, 2021 setting forth certain terms of the Securities.
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Exhibit 4.4
Officers’ Certificate
Pursuant to Sections 201, 301 and 303 of the Indenture
Dated: July 13, 2021
The undersigned, Christie B. Kelly, Executive Vice
President, Chief Financial Officer and Treasurer, and Michelle Bushore, Executive Vice President, Chief Legal Officer, General Counsel
and Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows:
The undersigned, having read the appropriate provisions
of the Indenture dated as of October 28, 1998 (the “Indenture”) between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”), including Sections 201, 301 and 303 thereof and the definitions
in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation
as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether
or not conditions set forth in the Indenture relating to the establishment of the title and terms of the Company’s 1.125% Notes
due 2027 (the “2027 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 1.750% Notes due 2033 (the “2033 Notes” and, together with the 2027 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 and June 15, 2021 (the “Resolutions”)
and such terms are set forth and incorporated by reference in Annex A-1 hereto (in the case of the 2027 Notes) and Annex A-2 hereto
(in the case of the 2033 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 2027 Notes) and Annex B-2 hereto (in the case of the 2033 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 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/ Christie B. Kelly
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Christie B. Kelly
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Executive Vice President, Chief Financial Officer and Treasurer
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/s/ Michelle Bushore
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Michelle Bushore
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Executive Vice President, Chief Legal Officer, General Counsel and Secretary
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Signature
Page to Officers’ Certificate
Pursuant
to Sections 201, 301 and 303 of the Indenture
ANNEX A-1
Terms of the
1.125% Notes due 2027
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 hereby 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
hereby 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 “1.125% Notes due 2027” (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 £400,000,000, 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 July 8,
2021 at a price equal to 98.680% of the principal amount thereof. The initial price to public of the Securities of such series shall
be 99.305% of the principal amount thereof, plus accrued interest from July 13, 2021 if settlement occurs after that date.
Underwriting discounts and commissions shall be 0.625% 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 July 13, 2027.
(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 below), 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, One Canada Square, London E14 5AL, England. 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.,
2 North LaSalle Street, Suite 700, Chicago, Illinois 60602; 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, on the Securities of such series shall not be determined with reference to an index, formula or other similar method.
(15)
Neither the Company nor the Holders of the Securities of such series shall have any right to elect the currency in which 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 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 the 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.
|
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“SECTION 116.
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ELECTRONIC INSTRUCTIONS
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“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
1.750% Notes due 2033
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 hereby 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
hereby 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 “1.750% Notes due 2033” (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
£350,000,000, 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 July 8, 2021
at a price equal to 99.217% of the principal amount thereof. The initial price to public of the Securities of such series shall be 99.842%
of the principal amount thereof, plus accrued interest from July 13, 2021 if settlement occurs after that date. Underwriting discounts
and commissions shall be 0.625% 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 July 13, 2033.
(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 below), 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, One Canada Square, London E14 5AL, England. 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.,
2 North LaSalle Street, Suite 700, Chicago, Illinois 60602; 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, on the Securities of such series shall not be determined with reference to an index, formula or other similar method.
(15) Neither
the Company nor the Holders of the Securities of such series shall have any right to elect the currency in which 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 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 the 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:
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“SECTION 115
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ELECTRONIC SIGNATURES; CORPORATE SEAL
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“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.
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“SECTION 116.
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ELECTRONIC INSTRUCTIONS
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“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 1.125% Note due 2027
[FOR GLOBAL SECURITIES—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.]
[FOR GLOBAL SECURITIES—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 BB9
ISIN NO.: XS 2364124409
Common Code: 236412440
REALTY INCOME CORPORATION
1.125% NOTES DUE 2027
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
July 13, 2027 (the “Final Maturity Date”), and to pay interest thereon from and including July 13, 2021, or from and
including the most recent date to which interest has been paid or duly provided for, annually in arrears on July 13 of each year
(each, an “Interest Payment Date”), commencing July 13, 2022, at the rate of 1.125% 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 July 13, 2021 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 1.125% 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 specified 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 “1.125% Notes due 2027.” 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 May 13, 2027 (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 plus 15 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 July 8, 2021, 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 July 8, 2021, 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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By:
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Name:
Title:
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Attest:
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By:
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Name:
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Title:
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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.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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Dated:
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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)
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the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint
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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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Signature Guaranty
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(Signature must be guaranteed by
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a participant in a signature
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guarantee medallion program)
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ANNEX B-2
Form of 1.750% Note due 2033
[FOR GLOBAL SECURITIES—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.]
[FOR GLOBAL SECURITIES—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 BC7
ISIN NO.: XS 2364124664
Common Code: 236412466
REALTY INCOME CORPORATION
1.750% NOTES DUE 2033
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 July
13, 2033 (the “Final Maturity Date”), and to pay interest thereon from and including July 13, 2021, or from and
including the most recent date to which interest has been paid or duly provided for, annually in arrears on July 13 of each year
(each, an “Interest Payment Date”), commencing July 13, 2022, at the rate of 1.750% 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 July 13, 2021 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 1.750% 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 specified 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 “1.750% Notes due 2033.” 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 April 13, 2033 (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 plus 20 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 July 8, 2021, 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 July 8, 2021, 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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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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Title:
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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.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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Dated:
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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)
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the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint
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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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Signature Guaranty
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(Signature must be guaranteed by
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a participant in a signature
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guarantee medallion program)
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