Form of 1.125% Note due 2027 issued on July 13, 2021 (included in Exhibit 4.4 below)

EX-4.4 3 tm2120465d15_ex4-4.htm EXHIBIT 4.4

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.

	/s/ Christie B. Kelly
	Christie B. Kelly
	Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Michelle Bushore
	Michelle Bushore
	Executive Vice President, Chief Legal Officer, General Counsel and Secretary

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.

“SECTION 116.

ELECTRONIC INSTRUCTIONS

“The Trustee shall have the right to accept and act upon instructions from the Company, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“ Relevant Officers”) and containing specimen signatures of such Relevant Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling in the absence of negligence or bad faith. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by a Relevant Officer listed on the incumbency certificate provided to the Trustee have been sent by such Relevant Officer. The Company shall be responsible for ensuring that only Relevant Officers transmit such Instructions to the Trustee and that the Company and all Relevant Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding that such directions conflict or are inconsistent with a subsequent written instruction, other than losses, costs or expenses arising from the Trustee’s negligence or bad faith. The Company agrees: (i) to assume (in the absence of negligence or bad faith on the part of the Trustee) all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to the Trustee a commercially reasonable degree of protection in light of its particular needs and circumstances ; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

“As used in this Section 116, "Electronic Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“The foregoing provisions of this Section 116 shall not limit the provisions of Section 115 but are subject to the prohibition on the use of DocuSign, AdobeSign or other electronic signatures under the circumstances set forth in Section 115.”

(30) Anything in the Indenture, the Form of Security or this Annex A-1 to the contrary notwithstanding, in the event of any conflict between the terms set forth in the Form of Security and the terms set forth in this Annex A-1, the terms set forth in the Form of Security shall govern, and in the event of any conflict between the terms set forth in the Form of Security or this Annex A-1, on the one hand, and the terms set forth in the Indenture, on the other hand, the terms of the Form of Security or this Annex A-1, as applicable, shall govern.

ANNEX A-2

Terms of the 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.

(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.

(10) The Securities of such series shall be issuable in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof.

(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.

(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.

(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.