Exhibit 10.1


FIRST
AMENDMENT TO CREDIT AGREEMENT


THIS FIRST
AMENDMENT TO CREDIT AGREEMENT dated as of October 16, 2006 by and among
REALTY INCOME CORPORATION (the “Borrower”), 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 June 17, 2005 (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:


1.             Amendment.  Section 10.10, Limitations on
Non-Guarantor Subsidiaries, shall be deleted in entirety and replaced with the
following:


Limitations on Non-Guarantor Subsidiaries.


The Borrower shall not, and shall not permit any Loan
Party or other Subsidiary to, with respect to any Subsidiary (including a
Taxable REIT Subsidiary) that does not execute a Guaranty pursuant to Section
8.14., (a) permit such Subsidiary to incur any Indebtedness other than Non
Recourse Indebtedness and (b) make an Investment in, (i) in the case of such
Subsidiaries that are Taxable REIT Subsidiaries (other than Crest Net Lease,
Inc.), in an aggregate amount in excess of $50,000,000; provided, however, that
the Borrower may make or permit to exist an Investment in Crest Net Lease, Inc.
of up to, but not exceeding $150,000,000 and (ii) in the case of such
Subsidiaries that are not Taxable REIT Subsidiaries, in an aggregate amount in
excess of $50,000,000.


2.             Effectiveness of Amendments and
Waivers.  The effectiveness of this
Amendment 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.









 



 


3.             Representations of the Borrower.  The Borrower represents and warrants to the
Agent and the Lenders that:


(a)           Authorization.  The Borrower and each other Loan Party each
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 Loan Party and each of this Amendment and the Credit
Agreement, as amended by this Amendment, is a legal, valid and binding
obligation of each of the Borrower and each other Loan Party enforceable
against such Person 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
and each other Loan Party of this Amendment and the performance by the Borrower
and each other Loan Party 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 any Loan Party or any other Subsidiary;
(ii) conflict with, result in a breach of or constitute a default under
the declaration of trust, certificate or articles of incorporation, certificate
of formation or limited partnership, bylaws, partnership agreement, operating
agreement or any other organizational documents of any Loan Party or any
Subsidiary, or any indenture, agreement or other instrument to which any Loan
Party or any other Subsidiary is a party or by which it or any of its
respective 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 any Loan Party or any other Subsidiary other
than in favor of the Agent for the benefit of the Lenders.


(c)           No Default.  No Default or Event of Default has occurred
and is continuing as of the date hereof nor will exist immediately after giving
effect to this Amendment.


4.             Reaffirmation by the Loan
Parties.  The Borrower and each other
Loan Party hereby repeat and reaffirm all representations and warranties made by
such Person 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.


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.









 



 


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.


7.             Expenses.  The Borrower shall reimburse the Agent upon
demand for all reasonable out-of-pocket costs and reasonable expenses
(including reasonable attorneys’ fees) incurred by the Agent in connection with
the preparation, negotiation and execution of this Amendment.


8.             Benefits.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


9.             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.


10.           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.  The
amendments contained herein shall be deemed to have prospective application only,
unless otherwise specifically stated herein.


11.           Effective Date.  This Amendment shall not be effective until
its execution and delivery by all of the parties hereto whereupon it shall be
deemed effective as of the date first written above.


12.           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.


13            Definitions.  All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.


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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.,

  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REALTY INCOME TEXAS PROPERTIES, L.P.,

  a Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REALTY INCOME PENNSYLVANIA PROPERTIES TRUST, a
  Maryland Business Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
							



 


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[Signature Page to First Amendment to Credit
Agreement with Realty Income Corporation]


	
  

  	
  RI CS 1, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RI CS 2, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RI CS 3, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  



 


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[Signature Page to First Amendment to Credit
Agreement with Realty Income Corporation]


	
  

  	
  RI GA 1, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RI TN 1, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RI TN 2, LLC

  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Income Corporation,

  a Maryland corporation, its sole and 

  managing member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael R. Pfeiffer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  	
   

  



 


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[Signature Page to First Amendment to Credit
Agreement with Realty Income Corporation]


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, as
  a Lender and as Swingline Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, NA, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


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[Signature Page to First Amendment to Credit
Agreement with Realty Income Corporation]


	
   

  	
  AMSOUTH BANK, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHEVY CHASE BANK, F.S.B., as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: