Exhibit

10.1




 




FIRST AMENDMENT TO

CREDIT AGREEMENT




 




THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of

July 16, 2003 by and among REALTY INCOME CORPORATION (the “Borrower”), REALTY

INCOME TEXAS PROPERTIES, INC., REALTY INCOME TEXAS PROPERTIES, L.P. (together

with Realty Income Texas Properties, Inc. the “Guarantors”), each of the

financial institutions party hereto and their assignees under Section 13.6 of

the Credit Agreement (as defined below)(the “Lenders”), WELLS FARGO BANK,

NATIONAL ASSOCIATION, as Agent (the “Agent”) and the other parties thereto.




 




WHEREAS, the Borrower, the Lenders and the Agent are

parties to that certain Credit Agreement dated as of October 28, 2002 (as

amended, restated, supplemented or otherwise modified prior to the date hereof,

the “Credit Agreement”);




 




WHEREAS, the Borrower, the Lenders and the Agent

desire to amend certain provisions of the Credit Agreement;




 




NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged by the parties

hereto, the parties hereto hereby agree as follows:




 




Section 1. 

Specific Amendments to Credit Agreement.




 




(a)                                  The

definition of “Annualized Base Rents” shall be deleted in its entirety and

replaced with the following:




 




“Annualized Base Rents” means, for any

tenant in a Property owned by the Borrower, a Loan Party or any other

Subsidiary, an amount equal to the GAAP revenue received from such tenant

during the quarter most recently ended multiplied by 4.




 




(b)                                 The

definition of “Base Rent” shall be deleted in its entirety.




 




Section 2. 

Effectiveness of Amendments and Waivers.  The effectiveness of Section 1 is

subject to receipt by the Agent of each of the following in form and substance

satisfactory to the Agent:




 




(a)                                  Counterparts

of this Amendment executed by each of the parties hereto; and




 




(b)                                 Such

other documents and instruments as the Agent may reasonably request.




 




Section 3. 

Representations of the Borrower. 

The Borrower represents and warrants to the Agent and the Lenders that:




 





























 




(a)                                  Authorization.  The Borrower has the right and power, and

has taken all necessary action to authorize it, to execute and deliver this

Amendment and to perform its obligations hereunder and under the Credit

Agreement, as amended by this Amendment, in accordance with their respective

terms.  This Amendment has been duly

executed and delivered by a duly authorized officer of the Borrower and each of

this Amendment and the Credit Agreement, as amended by this Amendment, is a

legal, valid and binding obligation of the Borrower enforceable against the

Borrower in accordance with its respective terms except as the same may be

limited by bankruptcy, insolvency, and other similar laws affecting the rights

of creditors generally and the availability of equitable remedies for the

enforcement of certain obligations contained herein or therein may be limited

by equitable principles generally.




 




(b)                                 Compliance

with Laws, etc.  The execution and

delivery by the Borrower of this Amendment and the performance by the Borrower

of this Amendment and the Credit Agreement, as amended by this Amendment, in

accordance with their respective terms, do not and will not, by the passage of

time, the giving of notice or otherwise: 

(i) require any Government Approval or violate any Applicable Law

relating to the Borrower; (ii) conflict with, result in a breach of or

constitute a default under the Borrower’s declaration of trust or any

indenture, agreement or other instrument to which the Borrower is a party or by

which it or any of its properties may be bound; or (iii) result in or

require the creation or imposition of any Lien upon or with respect to any

property now owned or hereafter acquired by the Borrower other than in favor of

the Agent for the benefit of the Lenders.




 




Section 4. 

Reaffirmation by Borrower. 

The Borrower hereby repeats and reaffirms all representations and

warranties made by the Borrower to the Agent and the Lenders in the Credit

Agreement and the other Loan Documents to which it is a party on and as of the

date hereof (and after giving effect to this Amendment) with the same force and

effect as if such representations and warranties were set forth in this

Amendment in full.




 




Section 5.  Reaffirmation

by Guarantors.  Each Guarantor

hereby reaffirms its continuing obligations to the Agent and the Lenders under

the Guaranty to which it is a party, and agrees that the transactions

contemplated by this Amendment shall not in any way affect the validity and

enforceability of such Guaranty, or reduce, impair or discharge the obligations

of such Guarantor thereunder.




 




Section 6. 

References to the Credit Agreement.  Each reference to the Credit Agreement in any of the Loan

Documents (including the Credit Agreement) shall be deemed to be a reference to

the Credit Agreement, as amended by this Amendment.




 




Section 7. 

Benefits.  This Amendment

shall be binding upon and shall inure to the benefit of the parties hereto and

their respective successors and assigns.




 




Section 8. 

GOVERNING LAW.  THIS

AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY

PERFORMED, IN SUCH STATE.




 




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Section 9. 

Effect.  Except as

expressly herein amended, the terms and conditions of the Credit Agreement and

the other Loan Documents shall remain in full force and effect.




 




Section 10. 

Effective Date.  This

Amendment shall not be effective until its execution and delivery by all of the

parties hereto whereupon its shall be deemed effective as of the date first

written above.




 




Section 11. 

Counterparts.  This

Amendment may be executed in any number of counterparts, each of which shall be

deemed to be an original and shall be binding upon all parties, their

successors and assigns.




 




Section 12. 

Definitions.  All

capitalized terms not otherwise defined herein are used herein with the

respective definitions given them in the Credit Agreement.




 




[Signatures on

Next Page]




 




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IN WITNESS WHEREOF, the parties hereto have caused

this First Amendment to Credit Agreement to be executed as of the date first

above written.




 




	

   


  	

  BORROWER:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  REALTY INCOME

  CORPORATION


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:  Michael R. Pfeiffer


  
	

   


  	

   


  	

  Title:


  	

  Executive Vice

  President, General Counsel


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  GUARANTORS  :


  
	

   


  	

   


  	

   


  
	

   


  	

  REALTY INCOME TEXAS

  PROPERTIES, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:  Michael R. Pfeiffer


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Secretary


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  REALTY INCOME TEXAS

  PROPERTIES, L.P.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  Realty Income Corporation, General Partner


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:  Michael R. Pfeiffer


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Executive Vice

  President, General Counsel


  
						





 




[Signatures Continued on Next Page]




 




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[Signature Page to First Amendment to

Credit Agreement with Realty Income Corporation]




 




	

   


  	

  WELLS FARGO BANK,

  NATIONAL ASSOCIATION,


  as Agent, as Lender and as Swingline Lender


  
	

   


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.,

  as Lender


  	

   


  
	

   


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  WACHOVIA BANK, NATIONAL

  ASSOCIATION,


  as Lender


  	

   


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK,

  as Lender


  	

   


  
	

   


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  	

   


  
							





 




[Signatures Continued on Next Page]




 




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[Signature Page to First Amendment to

Credit Agreement with Realty Income Corporation]




 




	

   


  	

  AMSOUTH BANK, as Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  U.S. BANK NATIONAL

  ASSOCIATION, as Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

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  BANK OF MONTREAL, as

  Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

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  BANK ONE, NA, as Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

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  CHEVY CHASE BANK, FSB,

  as Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

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