Exhibit 10.5
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
--------------------------
THIS FOURTH AMENDMENT TO THE REVOLVING CREDIT AGREEMENT
("Amendment") is made as of April 28, 1997, among Realty Income
Corporation, a Delaware corporation (the "Company"), each of the
banks identified on the signature pages hereof (each a "Bank"
and, collectively, the "Banks") and The Bank of New York, as
Agent and Swing Line Bank.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company, the Banks, the Agent and the
Swing Line Bank entered into the Revolving Credit Agreement dated
as of November 29, 1994, as amended by the First amendment to the
Revolving Credit Agreement dated as of January 26, 1995, the
Second Amendment to the Revolving Credit Agreement dated as of
December 4, 1995 and the Third Amendment to the Revolving Credit
Agreement dated as of March 7, 1997 (as amended, the "Credit
Agreement"); and
WHEREAS, the signatories hereto desire to amend Section
7.02(a) of the Credit Agreement to allow the Company from time to
time to create, issue or assume debt having agreements and
covenants that, in the written determination of the Agent, are no
more restrictive on the Company than the agreements and covenants
under the Credit Agreement;
NOW, THEREFORE, in consideration of the promises and of
the covenants and agreements contained herein and in the Credit
Agreement, the parties hereto agree that the Credit Agreement is
hereby amended as set forth herein:
1. Capitalized terms used herein which are not
otherwise defined herein but are defined in the Credit Agreement
shall have the meanings given to such terms in the Credit
Agreement.
2. Section 7.02(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"(a) INDEBTEDNESS. Create, incur or assume
any Indebtedness, except (i) Indebtedness
to the Agent and the Banks hereunder and
under the Notes, (ii) Indebtedness
Page 33
incurred to pay dividends enabling the
Company to maintain its status as a REIT,
(iii) Indebtedness incurred to purchase
Interest Rate Protection Agreements, (iv)
Indebtedness incurred to refinance Stock-
holder Notes, and (v) Indebtedness that
would otherwise be permitted under the
Credit Documents, provided that, in each
of the aforementioned cases, (A) the agree-
ments and covenants entered into in
connection therewith would be, in the
written determination of the Agent, no
more restrictive on the Company than the
agreements and covenants hereunder, (B)
such Indebtedness is unsecured, (C) the
maturity of such Indebtedness (including
all scheduled payments of principal) is
later than the Termination Date, (D) such
Indebtedness ranks PARI PASSU or subordinate
to the Notes and (E) after giving effect to
the incurrence of such Indebtedness, the
Company's interest coverage ratio referred
to in SECTION 7.03(c) herein for the most
recent four-quarter period ending on the
ending date of the Company's last fiscal
quarter would have been greater than
2.50:1.00. The Company shall not permit
any Subsidiary to create, incur, assume or
suffer to exist any Indebtedness except to
the Company or another Subsidiary, and such
Indebtedness may not exceed $3,500,000."
3. The Company represents and warrants to the Banks
that (a) it has full power and legal right to execute and deliver
this Amendment and to perform the provisions of this Amendment;
(b) the execution, delivery and performance of this Amendment
have been authorized by all necessary action, corporate or
otherwise, and do not violate any provisions of its charter or
by-laws or any contractual obligation or requirement of law
binding on it; (c) this Amendment constitutes its legal, valid
and binding obligation, enforceable against it in accordance with
its terms; (d) the representation and warranties in Section 5.01
(other than representations and warranties that speak as of a
specific date) of the Credit Agreement are true and correct as of
the date hereof; and (e) no Default or Event of Default has
occurred and is continuing.
4. The Company agrees to pay on demand all reasonable
costs and expenses of the Agent (including all reasonable fees
and expenses of counsel to the Agent) in connection with the
preparation and execution of this Amendment.
Page 34
5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS XX XXX XXXXX XX XXX XXXX,
XXXXXX XXXXXX OF AMERICA.
6. This Amendment may be executed in any number of
counterparts and by the difference parties hereto on separate
counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together
constitute one and the same instrument.
7. The Credit Agreement, as amended hereby, shall be
finding upon the Company, the Banks, the Agent and the Swing Line
Bank and their respective successors and assigns, and shall inure
to the benefit of the Company, the Banks, the Agent, the Swing
Line Bank and their respective successors and assigns.
8. Except as expressly provided in this Amendment, all
of the terms, covenants, conditions, restrictions and other
provisions contained in the Credit Agreement shall remain in full
force and effect.
Page 35
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
REALTY INCOME CORPORATION
By: /s/XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, General Counsel
and Secretary
THE BANK OF NEW YORK
as Agent for the Banks
By: /s/XXXX X. XXXXX
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK
as a Bank and as of the Swing Line Bank
By: /s/XXXX X. XXXXX
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
SANWA BANK CALIFORNIA
By: /s/XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
SIGNET BANK VIRGINIA
By: /s/XXXX X. XXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Sr. Vice President
BANK HAPOALIM, B.M.,
SAN XXXXXXXXX XXXXXX
Page 36
By: /s/XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By: /s/XXXX XXXX
--------------------------------
Name: Xxxx Xxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: /s/XXXXXXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Assistant Treasurer
By: /s/XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
XXXXX FARGO BANK
By: /s/XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Page 37
