Exhibit 10.1


 


July 20, 2021


 


Realty Income Corporation


11995 El Camino Real


San Diego, California 92130


Attention: Michelle Bushore, General Counsel


 


Ladies and Gentlemen:


 


Reference is made to the Second Amended and Restated
Credit Agreement, dated as of August 7, 2019 (as amended and in effect immediately prior to the effectiveness of this Consent Letter,
the “Credit Agreement”), by and among Realty Income Corporation (the “Borrower”), each of the financial
institutions party thereto (collectively, “Lenders”) and Wells Fargo Bank, National Association, as Administrative
Agent (the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement.


 


We understand that the Borrower, Rams MD Subsidiary
I, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Borrower, Rams Acquisition Sub II, LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of the Borrower, VEREIT, INC., a Maryland corporation (“VEREIT”)
and VEREIT Operating Partnership, L.P., a Delaware limited partnership (“VEREIT OP”), have entered into that certain
Agreement and Plan of Merger, dated as of April 29, 2021 (as amended, restated, supplemented or otherwise modified from time to time,
the “VEREIT Merger Agreement” and, the transaction evidenced by the VEREIT Merger Agreement, the “VEREIT Merger”).
Further, we understand that (a) VEREIT OP is the issuer under certain senior notes issued under that certain Indenture, dated as of February
6, 2014, among VEREIT OP and Clark Acquisition, LLC as issuers, the guarantors named therein and U.S. Bank National Association, as Trustee
(as amended, restated, supplemented or otherwise modified from time to time, the “VEREIT Indenture” and, the senior
notes issued under the VEREIT Indenture, the ”VEREIT Notes”) and (b) the VEREIT Notes are guaranteed by VEREIT. It
is contemplated that the VEREIT Notes will remain outstanding following the VEREIT Merger. In addition, in connection with the VEREIT
Merger, it is contemplated that VEREIT OP and/or VEREIT may guaranty the obligations of the Borrower under that certain Note Purchase
Agreement, dated as of May 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Sterling
NPA” and, the senior notes issued under the Sterling NPA, the “Sterling Notes”), among the Borrower and the
note purchasers party thereto, and the Sterling Notes issued thereunder.


 


The Borrower has requested that, notwithstanding
anything to the contrary in Section 8.14.(a) or any other provision of the Credit Agreement or the other Loan Documents, the Lenders consent
to provide a period of 60 days (or such later date as agreed by the Administrative Agent; provided that such later date shall not extend
the period by more than an additional 30 days) (the “Post-Closing Period”) following the closing date of the VEREIT
Merger (the “Merger Effective Date”) for the Borrower to cause VEREIT and VEREIT OP to become Guarantors under the
Credit Agreement and to comply with the requirements of Section 8.14.(a)., if and to the extent required by Section 8.14.(a) at the end
of the Post-Closing Period.


 






     


     


    

 


At your request and subject to your
agreement to the terms and conditions of this letter agreement (as evidenced by your signature below), the Administrative Agent and
the Lenders party hereto, constituting the Requisite Lenders, hereby consent to allow the Post-Closing Period to cause VEREIT and
VEREIT OP to become Guarantors under the Credit Agreement and to comply with the requirements of Section 8.14.(a)., if and to the
extent required by Section 8.14.(a) at the end of the Post-Closing Period, and agree that, following the Merger Effective Date and
during the Post-Closing Period, the Properties of VEREIT, VEREIT OP, and their respective subsidiaries that satisfy the requirements
set forth in the definition of “Unencumbered Asset” in the Credit Agreement (other than such requirements that are not
satisfied as a result of VEREIT and/or VEREIT OP not having become Guarantors (if any)), shall be included as Unencumbered Assets
for all purposes of the Credit Agreement notwithstanding the fact that VEREIT and/or VEREIT OP have not become Guarantors.


 


The consent provided herein is expressly conditioned
on the understanding that, after the Post-Closing Period, the Obligations, the VEREIT Notes, the Sterling Notes and the securities issued
and outstanding under that certain Indenture, dated as of October 28, 1998 between the Borrower and The Bank of New York Mellon Trust
Company, N.A. (successor trustee to The Bank of New York), as trustee, as amended or supplemented (if applicable) including by any Officer’s
Certificates (as defined in such Indenture) or supplemental indentures relating thereto (the “RI Notes”), will be pari
passu obligations of the Borrower and its Subsidiaries. If the Obligations are not pari passu with the VEREIT Notes, the Sterling Notes
and the RI Notes at the end of the Post-Closing Period, then, the parties hereto agree that, following the Post-Closing Period, the Properties
of VEREIT and its Subsidiaries shall no longer be considered Unencumbered Assets under the Credit Agreement including for purposes of
calculating the covenants set forth in Section 10.1. thereof until such time as the Obligations are pari passu with the VEREIT Notes,
the RI Notes and the Sterling Notes or the VEREIT Notes, RI Notes and/or the Sterling Notes, as applicable to the extent not pari passu,
are repaid in full.


 


This letter shall become effective on the date
that the Administrative Agent (or its counsel) shall have received executed counterparts of this letter from Lenders constituting the
Requisite Lenders and the Borrower.


 


The Borrower hereby represents and warrants that
both immediately before and after giving effect to this letter, (i) no Default or Event of Default has occurred or is continuing, and
(ii) all representations and warranties of the Loan Parties contained herein and in the Loan Documents to which such Loan Parties are
party are true and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality
or reference to Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and
as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty
is expressly stated to have been made as of an earlier date, in which case such representation or warranty is true and correct in all
material respects (except to the extent any such representation or warranty is qualified by materiality or reference to Material Adverse
Effect, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date and except for
changes in factual circumstances specifically and expressly permitted hereunder or as waived or consented to by the applicable Lenders
in accordance with Section 13.6).


 


Except as specifically set forth herein,
this letter shall not be deemed (a) to amend or alter in any respect the terms and conditions of the Credit Agreement or any of the
other Loan Documents, or (b) to constitute a waiver, consent to, or release by any of the Lenders or Administrative Agent of any
right, remedy, Default or Event of Default under the Credit Agreement or any of the other Loan Documents.


 






     


     


    

 


THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


This letter shall constitute a Loan Document under
the terms of the Credit Agreement. Except for the consent expressly set forth herein, the Credit Agreement and each of the other Loan
Documents, including the conditions and covenants set forth therein, shall remain unchanged and in full force and effect. Nothing in this
letter shall be deemed to permanently modify the provisions of the Credit Agreement or any other Loan Document through course of conduct,
course of dealing or otherwise, except with respect to the conditional consent expressly set forth herein.


 


This letter constitutes the entire understanding
of the parties hereto and supersedes any other prior or contemporaneous negotiations or agreements with respect to the subject matter
hereof. This letter may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery
of an executed counterpart of a signature page of this letter by telecopy or by electronic mail in a .pdf or similar file shall be effective
as delivery of a manually executed counterpart of this letter.


 


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	 	Very truly yours,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
	 	 
	 	By: 	/s/ Dale Northup
	 	Name:   	Dale Northup
	 	Title:	 Managing Director



 


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	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	 /s/ Helen Chan
	 	 	Name:	 Helen Chan
	 	 	Title: 	Vice President



 


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	 	ROYAL BANK OF CANADA, as a Lender
	 	 
	 	By:	/s/ Brian Gross
	 	 	Name:	Brian Gross
	 	 	Title:	Authorized Signatory



 


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	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Chiara Carter
	 	 	Name:	Chiara Carter
	 	 	Title:	Managing Director



 


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	 	REGIONS BANK, as a Lender
	 	 
	 	By:	/s/ William Chalmers
	 	 	Name:	William Chalmers
	 	 	Title:	Vice President


 


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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Michael Diemer
	 	 	Name:	Michael Diemer
	 	 	Title:	Senior Vice President


 


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	 	MIZUHO BANK, LTD., as a Lender
	 	 
	 	By:	/s/ Donna DeMagistris
	 	 	Name:	Donna DeMagistris
	 	 	Title:	Authorized Signatory


 


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	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	By:	/s/ Dan Martis
	 	 	Name:	 Dan Martis
	 	 	Title:	Authorized Signatory


 


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	 	BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jake Lam
	 	 	Name:	Jake Lam
	 	 	Title:	Assistant Vice President












 


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	 	MORGAN STANLEY BANK N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jack Kuhns
	 	 	Name:	Jack Kuhns
	 	 	Title:	Authorized Signatory



 


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	 	TRUIST BANK f/k/a BRANCH BANKING AND TRUST COMPANY, as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Richard de la Vega
	 	 	Name:	Richard de la Vega
	 	 	Title:	Vice President



 


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	 	THE BANK OF NEW YORK MELLON, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Sabrina
Washington
	 	 	Name:	Sabrina Washington
	 	 	Title:	 Director









 


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	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ David C. Drouillard
	 	 	Name:	David C. Drouillard
	 	 	Title:	Senior Vice President






 


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	 	CITIBANK, N.A., as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Harry Kramer
	 	 	Name:	Harry Kramer
	 	 	Title:	Vice President



 


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	 	CITIZENS BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Nan E. Delahunt
	 	 	Name:	Nan E. Delahunt
	 	 	Title:	Vice President



 


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	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ William O’Daly
	 	 	Name:	William O’Daly
	 	 	Title:	Authorized Signatory


 


	 	By:	/s/ Andrew Griffin
	 	 	Name:	Andrew Griffin
	 	 	Title:	Authorized Signatory


 


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	 	TD BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Nathan Bondini
	 	 	Name:	Nathan Bondini
	 	 	Title:	Vice President





 


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	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ David L. Mahmood
	 	 	Name:	David L. Mahmood
	 	 	Title:	Managing Director


 


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	 	ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Mitchell Vega
	 	 	Name:	Mitchell Vega
	 	 	Title:	Senior Vice President





 


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	 	COMERICA BANK, as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Charles Weddell
	 	 	Name:	Charles Weddell
	 	 	Title:	Senior Vice President



 


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	Accepted and Agreed:      	 
	 	 
	BORROWER:      	 
	 	 
	REALTY INCOME CORPORATION      	 



 


	By:	/s/ Michelle Bushore      	 
	 	Name:	 Michelle Bushore	 
	 	Title:	 Executive Vice President, Chief Legal Officer, General Counsel and Secretary	 




 


 


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