EXHIBIT 99.2
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
==============================================
THIS SECOND AMENDMENT TO THE REVOLVING CREDIT AGREEMENT
("Amendment") is made as of December 4, 1995, among Realty Income
Corporation, a Delaware corporation (the "Company"), each of the
banks identified on the signature pages hereof (each a "Bank"
and, collectively, the "Banks") and The Bank of New York, as
Agent and Swing Line Bank.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company, the Banks, the Agent and the
Swing Line Bank entered into the Revolving Credit Agreement,
dated as of November 29, 1994, as amended by the First Amendment
to the Revolving Credit Agreement, dated January 26, 1995 (the
"Credit Agreement"); and
WHEREAS, the signatories hereto desire to amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of
the covenants and agreements contained herein and in the Credit
Agreement, the parties hereto agree that the Credit Agreement is
hereby amended as set forth herein:
1. Capitalized terms used herein which are not
otherwise defined herein but are defined in the Credit Agreement
shall have the meanings given to such terms in the Credit
Agreement.
2. The following definitions in Section 1.01 of the
Credit Agreement are amended in their entirety to read as
follows:
"Applicable Margin" shall mean the margin set
forth in the following chart applicable to the Pricing Level
then in effect:
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Applicable Applicable
Pricing Level LIBOR Margin ABR Margin
------------- ------------ ----------
I 1.250% 0.000%
II 1.375% 0.125%
III 1.500% 0.250%
"Pricing Level I" shall be applicable for so long as the
Company's Leverage Ratio is less than 0.20:1.00; "Pricing
Level II" shall be applicable for so long as the Company's
Leverage Ratio is greater than or equal to 0.20:1.00 but
less than 0.30:1.00; "Pricing Level III" shall be applicable
for so long as the Company's Leverage Ratio is greater than
or equal to 0.30:1.00. Changes in the applicable Pricing
Level shall be effective only upon receipt by the Agent of a
certificate of the Company delivered pursuant to Section
7.01(a) evidencing the Company's Leverage Ratio.
"Commitment" of any Bank shall mean, in the case
of each Bank (i) prior to any such Bank's Termination Date,
the amount set forth opposite such Bank's name under the
heading "Commitment" on Schedule 1 hereto, or set forth in
the assignment agreement executed by such Bank if it is not
a Bank on the date hereof, as such amount may be adjusted
from time to time pursuant to assignments of such Bank and
as such amount may be reduced from time to time pursuant to
Section 2.05 and (ii) after such Bank's Termination Date,
zero.
"Termination Date" shall mean, with respect to any
Bank, the earliest to occur of (i) November 27, 1998 or such
later date as may be agreed to by such Bank pursuant to
Section 11.12, (ii) the date on which the obligations of the
Banks to make loans hereunder shall terminate pursuant to
Section 8.01 or the Commitments shall be reduced to zero
pursuant to Section 2.05, and (iii) the date specified as
such Bank's Termination Date pursuant to Section 11.12, or,
if in any case (other than clause (ii) above) such day is
not a Business Day, the next succeeding Business Day; in all
cases, subject to the provisions of Section 11.12 (d).
3. Section 11.12(a) of the Credit Agreement is
restated hereby as follows:
"(a) No later than February 28, 1997, the Company may,
at its option, request all the Banks then party to this
Agreement to extend their scheduled Termination Dates by one
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calendar year by means of a letter, addressed to each such
Bank and the Agent; provided, however, in no event shall the
Termination Date be a date which is after the fifth
anniversary of this Agreement. Each Bank electing (in its
sole discretion) so to extend its scheduled Termination Date
shall execute and deliver within forty-five (45) days
following such request counterparts of such letter to the
Company and the Agent, whereupon (unless Banks with an
aggregate percentage of the Total Commitment in excess of
25% decline to extend their respective scheduled Termination
Dates, in which event the Agent shall notify all the Banks
thereof), such Bank's scheduled Termination Date shall be
extended to the anniversary date of the year immediately
succeeding such Bank's then-current scheduled Termination
Date. If no such election is received within such
forty-five day period from any Bank, such Bank shall be
deemed to have elected not to extend its scheduled
Termination Date."
4. The Company agrees to pay on demand all reasonable
costs and expenses of the Agent (including all reasonable fees
and expenses of counsel to the Agent) in connection with the
preparation and execution of this Amendment.
5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
UNITED STATES OF AMERICA.
6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
7. The Credit Agreement, as amended hereby, shall be
binding upon the Company, the Banks, the Agent and the Swing Line
Bank and their respective successors and assigns, and shall inure
to the benefit of the Company, the Banks, the Agent, the Swing
Line Bank and their respective successors and assigns.
8. Except as expressly provided in this Amendment, all
of the terms, covenants, conditions, restrictions and other
provisions contained in the Credit Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
REALTY INCOME CORPORATION
By:/s/RICHARD J. VANDERHOFF
--------------------------------
Name: Richard J. VanDerhoff
Title: President
THE BANK OF NEW YORK
as Agent for the Banks
By:/s/LISA Y. BROWN
--------------------------------
Name: Lisa Y. Brown
Title: Vice President
THE BANK OF NEW YORK
as a Bank and as the Swing Line
Bank
By:/s/LISA Y. BROWN
--------------------------------
Name: Lisa Y. Brown
Title: Vice President
SANWA BANK CALIFORNIA
By:/s/JOSEPH C. ARCO
--------------------------------
Name: Joseph C. Arco
Title: Vice President
SIGNET BANK VIRGINIA
By:/s/ERIC LAWRENCE
--------------------------------
Name: Eric Lawrence
Title: Senior Vice President
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BANK HAPAOLIM, B.M.,
LOS ANGELES BRANCH
By:/s/SHMUEL SHAKKED
--------------------------------
Name: Shmuel Shakked
Title: Senior Vice President and
Branch Manager
By:/s/LORI LAKE
--------------------------------
Name: Lori Lake
Title: Assistant Vice President
DRESDNER BANK, A.G. LOS ANGELES
AGENCY
By:/s/SIDNEY S. JORDAN
--------------------------------
Name: Sidney S. Jordan
Title: Vice President
By:/s/JON M. BLAND
--------------------------------
Name: Jon M. Bland
Title: Senior Vice President
FIRST INTERSTATE BANK
By:/s/PHIL DIORIO
--------------------------------
Name: Phil Diorio
Title: Vice President
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SCHEDULE 1
Name of Bank Commitment
- ------------ ----------
The Bank of New York............................... $ 32,500,000
Signet Bank........................................ $ 25,000,000
First Interstate Bank.............................. $ 25,000,000
Sanwa Bank......................................... $ 19,500,000
Bank Hapaolim...................................... $ 15,000,000
Dresdner Bank...................................... $ 13,000,000
Total.................................... $130,000,000
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