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Section 13.21. No Novation [a05-11048_1ex10d1.htm#Section13_21_235642]
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SCHEDULE 1.1.
List of Loan Parties
SCHEDULE 4.1.
Initial Unencumbered Pool Properties
SCHEDULE 7.1.(b)
Ownership Structure
SCHEDULE 7.1.(f)
Properties
SCHEDULE 7.1.(g)
Indebtedness and Guaranties; Total Liabilities
SCHEDULE 7.1.(h)
Material Contracts
SCHEDULE 7.1.(i)
Litigation
SCHEDULE 7.1.(o)
Environmental Matters
SCHEDULE 7.1.(r)
Affiliate Transactions
EXHIBIT A
Form of Assignment and Assumption
EXHIBIT B
Form of Notice of Borrowing
EXHIBIT C
Form of Notice of Continuation
EXHIBIT D
Form of Notice of Conversion
EXHIBIT E
Form of Revolving Note
EXHIBIT F
Form of Notice of Swingline Borrowing
EXHIBIT G
Form of Swingline Note
EXHIBIT H
Form of Bid Rate Quote Request
EXHIBIT I
Form of Bid Rate Quote
EXHIBIT J
Form of Bid Rate Quote Acceptance
EXHIBIT K
Form of Bid Rate Note
EXHIBIT L
Form of Designation Agreement
EXHIBIT M
Form of Extension Request
EXHIBIT N-1
Form of Opinion of Latham & Watkins LLP
EXHIBIT N-2
Form of Opinion of Venable LLP
EXHIBIT N-3
Form of Opinion of Borrower's General Counsel
EXHIBIT O
Form of Guaranty
EXHIBIT P
Form of Compliance Certificate
EXHIBIT Q
Form of Unencumbered Pool Certificate
EXHIBIT R
Form of Closing Certificate
5
CREDIT AGREEMENT
THIS CREDIT AGREEMENT dated as of June 17, 2005 by and among REALTY INCOME
CORPORATION, a corporation formed under the laws of the State of Maryland (the
"Borrower"), each of the financial institutions initially a signatory hereto
together with their assignees under Section 13.6. (the "Lenders"), THE BANK OF
NEW YORK, as Documentation Agent and co-lead Arranger (the "Documentation
Agent"), BANK OF AMERICA, N.A., as co-Syndication Agent, WACHOVIA BANK, NATIONAL
ASSOCIATION, as co-Syndication Agent (each a "Syndication Agent"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo") as contractual representative
of the Lenders to the extent and in the manner provided in Article XII. (in such
capacity, the "Agent") and co-lead Arranger.
WHEREAS, the Borrower, Agent and the Lenders entered into that certain Credit
Agreement dated as of October 28, 2002 (as amended and as in effect immediately
prior to the date hereof, the "Existing Credit Agreement"); and
WHEREAS, the Borrower, the Agent and the Lenders desire to amend and restate the
Existing Credit Agreement, among other things, to make available to the Borrower
a revolving credit facility in the amount of $300,000,000, including a
$50,000,000 swingline subfacility, all pursuant to the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
the Existing Credit Agreement is amended and restated in its entirety as
follows:
ARTICLE I. DEFINITIONS
SECTION 1.1.
DEFINITIONS.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Absolute Rate" has the meaning given that term in Section 2.2.(c)(ii)(C).
"Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting forth
Absolute Rates pursuant to Section 2.2.
"Absolute Rate Loan" means a Bid Rate Loan, the interest rate on which is
determined on the