REALTY INCOME CORPORATION. By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------ EXHIBIT C FORM OF NOTICE OF CONTINUATION , 200 -------- - Xxxxx Fargo Bank, National Association 000 X Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxxx Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October 28, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Realty Income Corporation (the "Borrower"), the financial institutions party thereto and their assignees under Section 13.6 thereof (the "Lenders"), Xxxxx Fargo Bank, National Association, as Agent (the "Agent"), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. Pursuant to Section 2.9 of the Credit Agreement, the Borrower hereby requests a Continuation of Revolving Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement:
REALTY INCOME CORPORATION. By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------ EXHIBIT G FORM OF SWINGLINE NOTE $25,000,000 , 200 ----------- -- - FOR VALUE RECEIVED, the undersigned, REALTY INCOME CORPORATION (the "Borrower"), hereby promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the "Swingline Lender") to its address at 000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, or at such other address as may be specified by the Swingline Lender to the Borrower, the principal sum of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. The date, amount of each Swingline Loan, and each payment made on account of the principal thereof, shall be recorded by the Swingline Lender on its books and, prior to any transfer of this Note, endorsed by the Swingline Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Swingline Lender to made any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Swingline Loans. This Note is the "Swingline Note" referred to in the Credit Agreement dated as of October 28, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.6 thereof, the Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower thereunder. Terms used but not otherwise defined in this Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein. This Note SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. The Borrower her...
REALTY INCOME CORPORATION. By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------
REALTY INCOME CORPORATION. By: ------------------------------- Name: Title: EXHIBIT B FORM OF PRO RATA LOAN REQUEST ----------------------------- [Dated as provided in Section 2.02] The Bank of New York Xxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx Realty Income Corporation (the "Company") hereby gives notice of its intention to borrow $ of Loans on , pursuant to the Revolving Credit Agreement, dated as of December , 1999, among the Company, the Banks and The Bank of New York, as Administrative Agent and as Swing Line Bank (as amended, supplemented or otherwise modified from time to time, the "Agreement"). [The Company hereby requests that such Loan constitute a Eurodollar Pro Rata Loans with a scheduled maturity of 20 and an Interest Period of days.] The Company hereby confirms that the amounts of Loans outstanding on the date hereof is as follows:
REALTY INCOME CORPORATION. By: ------------------------------- Name: Title: EXHIBIT C-1 Form of Competitive Loan Request -------------------------------- [Date] The Bank of New York, as Administrative Agent Xxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxx Agency Function Administration Re: Request for Competitive Bids ---------------------------- Reference is made to the Revolving Credit Agreement, dated as of December , 1999, (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Realty Income Corporation (the "Company"), the banks from time to time parties thereto and The Bank of New York, as Administrative Agent and as Swing Line Bank. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The Company hereby gives you notice, pursuant to Section 2.08 of the Credit Agreement, that it requests the Lenders to make offers to make Competitive Loans under the Credit Agreement, and in that connection sets forth below the terms on which such Competitive Loans are requested to be made:
REALTY INCOME CORPORATION. By: ------------------------------ Name: Title: December , 1999 EXHIBIT F-I FORM OF OPINION OF XXXXXX & XXXXXXX ----------------------------------- The Bank of New York, as Agent for the Banks Xxx Xxxx Xxxxxx, Xxxxxx-Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Banks Signatory to the Credit Agreement Referred to Below Re: Revolving Credit Agreement, dated as of December , 1999, among Realty Income Corporation, the Banks named therein and The Bank of New York, as Administrative Agent and as Swing Line Bank ------------------------------------------------------ Ladies/Gentlemen: We have acted as special counsel for Realty Income Corporation, a Maryland corporation (the "Company"), in connection with the Revolving Credit Agreement (the "Credit Agreement") dated as of December , 1999, among the Company, each of the banks identified on the signature pages thereof (the "Banks") and The Bank of New York, as Administrative Agent for the Banks and as Swing Line Bank (the "Administrative Agent"). This opinion is rendered to you pursuant to Section 6.01(f) of the Credit Agreement. Capitalized terms defined in the Credit Agreement are used herein as therein defined. In our capacity as such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed below. We have examined among other things, the following:
REALTY INCOME CORPORATION. (a Maryland corporation) 2,160,000 Shares of Common Stock (Par Value $1.00 Per Share) U.S. PURCHASE AGREEMENT Dated: October 8, 1997 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. XXXXXXX & SONS, INC. PAINEWEBBER INCORPORATED SUTRO & CO. INCORPORATED WHEAT, FIRST SECURITIES, INC. as U.S. Representatives of the several U.S. Underwriters x/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the "Company"), confirms its agreement with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each of the other underwriters named in Schedule A hereto (collectively, the "U.S. Underwriters" which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, X.X. Xxxxxxx & Sons, Inc., PaineWebber Incorporated, Sutro & Co. Incorporated and Wheat, First Securities, Inc. are acting as representatives (in such capacity, the "U.S. Representatives"), with respect to the sale by the Company and the purchase by the U.S. Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock") set forth in said Schedule A, and with respect to the grant by the Company to the U.S. Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 324,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 2,160,000 shares of Common Stock (the "Initial U.S. Securities") to be purchased by the U.S. Underwriters and all or any part of the 324,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the "U.S. Option Securities") are hereinafter called, collectively, the "U.S. Securities". It is understood that the Company is concurrently entering into an agreement dated the date hereof (the "International Purchase Agreement") providing for the offering by the Company of an aggregate of 540,000 shares of Common Stock (the "Initial International Securities") through arrangements with certain underwriters outside the United States and Canada (the "International Managers") for whom Xxxxxxx Xxxxx International, X.X. Xxxxxxx & Sons, Inc., PaineWebber International (U.K.) Ltd., Sutro & Co. Incorporated and Wh...
