EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1
dated as of January 21, 2000
to and under the
REVOLVING CREDIT AGREEMENT
dated as of December 14, 1999
REALTY INCOME CORPORATION, a Maryland corporation, the BANKS listed on
the signature pages hereof, BNY CAPITAL MARKETS, INC., as Lead
Arranger and as Book Manager, FIRST UNION NATIONAL BANK, as
Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Documentation Agent, BANK OF MONTREAL, as Co-Agent, and THE BANK OF
NEW YORK, as Administrative Agent and as Swing Line Bank, agree as
follows:
1. Credit Agreement. Reference is made to the Credit Agreement,
dated as of December 14, 1999, among Realty Income Corporation,
as Borrower, the Banks listed on the signature pages thereof, BNY
Capital Markets, Inc., as Lead Arranger and as Book Manager,
First Union National Bank, as Syndication Agent, Wells Fargo
Bank, National Association, as Documentation Agent, and The Bank
of New York, as Administrative Agent and as Swing Line Bank (the
"Credit Agreement"). Terms used in this Amendment No. 1 (this
"Amendment") that are defined in the Credit Agreement and are not
otherwise defined herein are used herein with the meanings
therein ascribed to them.
2. Amendments to Section 7.02(e) ("Loans and Investments") of the
Credit Agreement. Upon and after the Effective Date (as defined
below), clause (ix) of Section 7.02(e) of the Credit Agreement
shall be amended by (A) adding the following phrase after the
words "common stock" appearing therein: ", preferred stock or its
8.25% Monthly Income Senior Notes due 2008", and (B) adding the
words "or such Senior Notes" at the end thereof.
3. Amendment to Section 7.02(g) ("Dividends and Purchase of Stock")
of the Credit Agreement. Upon and after the Effective Date (as
defined below), Section 7.02(g) of the Credit Agreement shall be
amended by adding the following phrase after the words "common
stock" appearing therein: "or preferred stock".
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4. Representations and Warranties. In order to induce the Banks to
agree to amend the Credit Agreement, the Borrower makes the
following representations and warranties which shall survive the
execution and delivery of this Amendment:
(a) No Default has occurred and is continuing; and
(b) Each of the representations and warranties set forth in
Article 5 of the Credit Agreement are true and correct as
though such representations and warranties were made at and
as of the Effective Date (as defined in Section 5 hereof)
except to the extent that any such representations or
warranties are made as of a specified date or with respect
to a specified period of time, in which case such
representations and warranties shall be made as of such
specified date or with respect to such specified period.
Each of the representations and warranties made under the
Credit Agreement (including those made herein) shall survive
to the extent provided therein and not be waived by the
execution and delivery of this Amendment.
5. Amendment Effective Date. The amendment to the Credit Agreement
effected pursuant to Sections 2 and 3 hereof shall become
effective as of the date (the "Effective Date") first referenced
above on the date on which the Administrative Agent shall have
received this Amendment, duly executed by each of the Borrower
and the Required Banks.
6. Payment of Expenses. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by the Administrative
Agent in connection with the preparation, execution and delivery
of this Amendment and any other documents or instruments which
may be delivered in connection herewith, including, without
limitation, the reasonable fees and expenses of Winthrop,
Stimson, Putnam & Roberts.
7. Counterparts. This Amendment may be executed in counterparts and
by different parties hereto in separate counterparts each of
which, when so executed and delivered, shall be deemed to be an
original and all of which, when taken together, shall constitute
one and the same instrument.
8. Ratification. The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect
and is hereby in all respects confirmed, approved and ratified.
9. Governing Law. The rights and duties of the parties under this
Amendment shall, pursuant to New York General Obligations Law
Section 5-1401, be governed by the law of the State of New York.
10. Reference to Agreement. From and after the Amendment Effective
Date, each reference in the Credit Agreement to "this Agreement,"
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"hereof," "hereunder" or words of like import, and all references
to the Credit Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind
and nature, shall be deemed to mean the Credit Agreement as
modified and amended by this Amendment.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective authorized officers
as of the date first above written.
REALTY INCOME CORPORATION,
as Borrower
By:
---------------------------------
Name: Michael R. Pfeiffer
Title: Senior Vice President,
General Counsel
THE BANK OF NEW YORK,
as Administrative Agent for the
Banks, as a Bank and as the Swing
Line Lender
By:
---------------------------------
Name: Elizabeth Ying
Title: Vice President
FIRST UNION NATIONAL BANK,
as a Bank
By:
---------------------------------
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Bank
By:
---------------------------------
Name:
Title:
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BANK OF MONTREAL,
as a Bank
By:
---------------------------------
Name:
Title:
AMSOUTH BANK,
as a Bank
By:
---------------------------------
Name:
Title:
SANWA BANK CALIFORNIA,
as a Bank
By:
---------------------------------
Name:
Title:
CITIZENS BANK OF RHODE ISLAND,
as a Bank
By:
---------------------------------
Name:
Title:
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EXECUTION COPY
AMENDMENT NO. 1
Dated as of January 21, 2000
to and under the
REVOLVING CREDIT AGREEMENT
Dated as of December 14, 1999
Among
REALTY INCOME CORPORATION,
as Borrower,
THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF,
THE BANK OF NEW YORK,
as Administrative Agent and as Swing Line Bank
FIRST UNION NATIONAL BANK,
as Syndication Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Documentation Agent,
BANK OF MONTREAL,
as Co-Agent,
and
BNY CAPITAL MARKETS, INC.
as Lead Arranger and as Book Manager,
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