EXHIBIT 4.3
REALTY INCOME CORPORATION
to
THE BANK OF NEW YORK
TRUSTEE
______________________________________
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 28, 1997
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THIS FIRST SUPPLEMENTAL INDENTURE, is entered into as of
May 28, 1997, by and between Realty Income Corporation, a
Maryland corporation (the "Maryland Company"), and The Bank of
New York, a banking corporation organized under the laws of the
State of New York, as trustee (the "Trustee").
WHEREAS, Realty Income Corporation, a Delaware corporation
(the "Delaware Company"), and the Trustee entered into the
Indenture dated as of May 6, 1997 (the "Indenture"), relating to
the Delaware Company's debt securities, including without
limitation, its 7 3/4% Notes due 2007 (the "Securities");
WHEREAS, the merger (the "Merger") of the Delaware Company
with and into its wholly owned subsidiary, the Maryland Company,
has occurred as of the date hereof pursuant to the Agreement and
Plan of Merger dated May 15, 1997 and the Maryland Company has
assumed all of the obligations of the Delaware Company (for
purposes of Section 801 of the Indenture);
WHEREAS, the Maryland Company has made a request to the
Trustee that the Trustee join with it, in accordance with Section
901 of the Indenture, in the execution of the First Supplemental
Indenture to permit the Maryland Company to assume all the
obligations of the Delaware Company under the Indenture pursuant
to Section 801 of the Indenture;
WHEREAS, the Maryland Company and the Trustee are authorized
to enter into this First Supplemental Indenture; and
WHEREAS, simultaneously with the Merger, the Maryland
Company changed its name from Realty Income Corporation of
Maryland, Inc. to Realty Income Corporation;
NOW, THEREFORE, the Maryland Company and the Trustee agree
as follows:
Section (a) Capitalized terms used herein and not otherwise
defined herein are used as defined in the Indenture.
Section (b) The Maryland Company as the surviving
corporation of the Merger expressly acknowledges and assumes the
due and punctual payment of the principal of, premium, if any,
and interest on the Securities and the performance and observance
of every covenant of the Indenture to be performed or observed by
the Delaware Company.
Section (c) On the date hereof, the Maryland Company (as the
surviving corporation of the Merger) shall, by virtue of the
assumption described in Section 2 above and the execution and
delivery of this First Supplemental Indenture, succeed to and be
substituted for the Delaware Company.
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Section (d) The Maryland Company (as the surviving
corporation of the Merger) hereby assumes all the agreements and
obligations of the Delaware Company under the Securities and the
Indenture and agrees to become the successor to the Delaware
Company with respect to all such agreements and obligations in
accordance with the terms of such instruments.
Section (e) This First Supplemental Indenture supplements
the Indenture and shall be a part and subject to all the terms
thereof. Except as supplemented hereby, the Indenture and the
Securities issued thereunder shall continue in full force and
effect.
Section (f) This First Supplemental Indenture may be
executed in counterparts, each of which shall be deemed an
original, but all of which shall together constitute one and the
same instrument.
Section (g) THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF).
Section (h) The Trustee shall not be responsible for any
recital herein (other than the fourth recital as it appears as it
applies to the Trustee) as such recitals shall be taken as
statements of the Maryland Company, or the validity of the
execution by the Maryland Company of this First Supplemental
Indenture. The Trustee makes no representations as to the
validity or sufficiency of this First Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed all as of the
day and year first above written.
REALTY INCOME CORPORATION, a Maryland corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board, Chief Executive Officer
THE BANK OF NEW YORK, as Trustee
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
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