EXHIBIT 10.2
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE REVOLVING CREDIT AGREEMENT
("Agreement") is made as of January 26, 1995, 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 (the "Credit Agreement"); and
WHEREAS, the signatories hereto desire to amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises 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 of the Credit Agreement is amended by
inserting the following new Section 7.02(1) after Section 7.02(k)
of the Credit Agreement:
(1) Without the prior written consent of the
Required Banks, purchase or acquire an interest in (i)
multi-tenant office buildings, (ii) hotels, motels, bowling
alleys or mobile home parks or (iii) any individual property
(or contiguous properties) the price of which exceeds
$10,000,000.
3. Section 7.03(a) of the Credit Agreement is amended
to read in its entirety as follows:
(a) TANGIBLE STOCKHOLDERS' EQUITY. The Company
will maintain Consolidated Tangible Stockholders' Equity of
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not less than the sum of (i) $275,000,000 plus (ii) 75% of
the sum of the net proceeds received by the Company from any
offering of its equity securities.
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.
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 different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
7. The Credit Agreement, as amended hereby, shall be
binding 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.
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. XXXXXXXXXX
-------------------------
Name: Xxxxxxx X. XxxXxxxxxx
Title: President
THE BANK OF NEW YORK
as Agent for the Banks
By: /s/ XXXX X. XXXXX
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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XXX XXXX XX XXX XXXX
as a Bank and as the
Swing Line Bank
By: /s/ XXXX X. XXXXX
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
SANWA BANK CALIFORNIA
By: /s/ DEL LORIMER
-------------------------
Name: Del Lorimer
Title: Vice President
SIGNET BANK VIRGINIA
By: /s/ XXXX XXXXXXXX
-------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
BANK HAPAOLIM, B.M.,
LOS ANGELES BRANCH
By: /s/
-------------------------
Name:
Title: Senior Vice President
By: /s/
-------------------------
Name: Xxxx Xxxx
Title: Assistant Vice President
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