EXHIBIT 10.1
EXTENSION AGREEMENT
for
REALTY INCOME CORPORATION
CREDIT FACILITY
This Extension Agreement dated as of April 25, 2001 is entered into between
Realty Income Corporation (the "Company") and ("the Extending Bank").
1. Reference is made to:
(a) The Revolving Credit Agreement dated as of December 14, 1999 among
the Company, the Banks named therein (including the Extending Bank), The
Bank of New York, First Union National Bank, Xxxxx Fargo Bank, National
Association, Bank of Montreal, and BNY Capital Markets, Inc., as amended by
Amendment No.1 dated as of January 21, 2000 (as so amended and as hereafter
amended, the "Credit Agreement"). Terms defined in the Credit Agreement are
used herein with the same meanings.
(b) The letter dated April 2, 2001 from the Company to the Extending
Bank (the "Request Letter") in which the Company has requested the
Extending Bank to extend the Termination Date with respect to the Extending
Bank from the current date of December 30, 2002 to December 30, 2003.
2. Pursuant to the Request Letter, the Extending Bank hereby agrees,
effective as of the Extension Effective Date (as defined below), that the
Termination Date with respect to the Extending Bank shall be December 30, 2003.
3. This Extension Agreement shall become effective as of the date (the
"Extension Effective Date") not later than May 25, 2001 on which both:
(a) The Company shall have paid the Extending Bank an extension fee of
10 basis points (0.10%) of the Extending Bank's Commitment; and
(b) Banks having in the aggregate 66 2/3% or more of the Total
Commitments shall have entered into Extension Agreements substantially in
the form of this Extension Agreement, and such Extension Agreements shall
have become effective.
4. In order to induce the Bank to agree to extend the Termination Date, the
Company makes the following representations and warranties which shall survive
the execution and delivery of this Extension Agreement:
(a) No Default has occurred and is continuing; and
(b) Each of the representations and warranties set forth in Article 5 of
the Credit Agreement is true and correct as though such representations and
warranties were made at and as of the Extension Effective Date, except to
the extent that any such representations or warranties are made as of a
specified date or with respect to a specified period of time, in which case
1
such representations and warranties shall be made as of such specified date
or with respect to such specified period. Each of the representations and
warranties made under the Credit Agreement (including those made herein)
shall survive as provided herein and not be waived by the execution and
delivery of this Extension Agreement.
5. Pursuant to Section 5-1401 of the New York General Obligations Law, this
Extension Agreement shall be governed by, and construed in accordance with, the
law of the State of New York.
IN WITNESS WHEREOF the Company and the Extending Bank have caused this
Extension Agreement to be duly executed and delivered by their respective
authorized officers as of the date first above written.
REALTY INCOME CORPORATION
By /s/Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
General Counsel
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:
-------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
AMSOUTH BANK
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
2
THE BANK OF NEW YORK
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
SANWA BANK CALIFORNIA
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
3
