Section 13.13. Counterparts.
125
Section 13.14. Obligations with Respect to Loan Parties and Subsidiaries.
125
Section 13.15. Independence of Covenants.
125
Section 13.16. Limitation of Liability.
125
Section 13.17. Entire Agreement.
126
Section 13.18. Construction.
126
Section 13.19. Headings.
126
Section 13.20. Acknowledgement and Consent to Bail-in of EEA Financial
Institutions.
126
Section 13.21. Effect of Amendment and Restatement.
127
SCHEDULE I
Commitments and Outstanding Loans
SCHEDULE 1.1.(A)
Existing Letters of Credit
SCHEDULE 1.1.(B)
List of Loan Parties
SCHEDULE 4.1.
Initial Unencumbered Assets
SCHEDULE 7.1.(b)
Ownership Structure
SCHEDULE 7.1.(f)
Properties
SCHEDULE 7.1.(g)
Indebtedness and Guaranties
SCHEDULE 7.1.(h)
Material Contracts
SCHEDULE 7.1.(i)
Litigation
SCHEDULE 7.1.(r)
Affiliate Transactions
EXHIBIT A
Form of Assignment and Assumption Agreement
EXHIBIT B
Form of Bid Rate Note
EXHIBIT C
Form of Designation Agreement
EXHIBIT D
Form of Disbursement Instruction Agreement
EXHIBIT E
Form of Guaranty
EXHIBIT F
Form of Notice of Continuation
EXHIBIT G
Form of Notice of Conversion
EXHIBIT H
Form of Notice of Revolving Borrowing
EXHIBIT I
Form of Notice of Swingline Borrowing
EXHIBIT J
Form of Notice of Term Loan Borrowing
EXHIBIT K
Form of Revolving Note
EXHIBIT L
Form of Swingline Note
EXHIBIT M
Form of Tranche A Term Loan Note
EXHIBIT N
Form of Tranche B Term Loan Note
EXHIBIT O
Form of Unencumbered Asset Certificate
EXHIBIT P
Form of Bid Rate Quote Request
EXHIBIT Q
Form of Bid Rate Quote
EXHIBIT R
Form of Bid Rate Quote Acceptance
EXHIBIT S
Forms of U.S. Tax Compliance Certificates
- iv -
EXHIBIT T
Form of Compliance Certificate
EXHIBIT U
Form of Closing Certificate
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
October 24, 2018 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 successors and
assignees under Section 13.5. (the "Lenders"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent (the "Administrative Agent"), with WELLS
FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED (or
any other registered broker-dealer wholly-owned by Bank of America Corporation
to which all or substantially all of Bank of America Corporation's or any of its
subsidiaries' investment banking, commercial lending services or related
businesses may be transferred following the date of this Agreement), RBC CAPITAL
MARKETS, REGIONS CAPITAL MARKETS and JPMORGAN CHASE BANK, N.A, as Joint Lead
Arrangers and Joint Bookrunners for the Revolving Loan (in such capacities, the
"Revolving Loan Lead Arrangers"), BANK OF AMERICA, N.A., ROYAL BANK OF CANADA,
REGIONS BANK and JPMORGAN CHASE BANK, N.A, as Syndication Agents for the
Revolving Loan (in such capacities, the "Revolving Loan Syndication Agents"),
BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., GOLDMAN SACHS BANK USA,
MIZUHO BANK, LTD., and U.S. BANK NATIONAL ASSOCIATION as Documentation Agents
for the Revolving Loan (in such capacity, the "Revolving Loan Documentation
Agents"), WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH,
INCORPORATED, and RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint
Bookrunners