Item 1.01 Entry into a Material Definitive Agreement
On August 7, 2019, Realty Income Corporation (the “Company”)
entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, as Borrower,
the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.
The Credit Agreement amends and restates, in its entirety, that certain Amended and Restated Credit Agreement (the “Prior
Credit Agreement”), dated as of October 24, 2018, among the Company, as Borrower, the lenders party thereto, Wells Fargo
Bank, National Association, as Administrative Agent, and the other parties named therein.
The Credit Agreement amends and restates the Prior Credit Agreement
in order to divide the Company’s $3.0 billion revolving credit facility into two multicurrency revolving facility tranches
(collectively, the “Revolving Credit Facility”). The Revolving Credit Facility permits the Company to borrow in up
to six currencies (including U.S. Dollars) under the $2.7 billion tranche and in up to 14 currencies (including U.S. Dollars) under
the $300.0 million tranche.
Consistent with the Prior Credit Agreement, the Revolving Credit
Facility matures on March 24, 2023, unless extended as set forth in the Credit Agreement. Borrowings under the Revolving Credit
Facility bear interest at LIBOR, the Base Rate or Foreign Currency Rate, each as defined in the Credit Agreement, as applicable,
plus an Applicable Margin, as defined in the Credit Agreement, based on the Company’s credit ratings. The current Applicable
Margin for the Revolving Credit Facility equals 0.775% per annum for LIBOR loans and Foreign Currency Rate Loans, as defined in
the Credit Agreement, based on the Company’s current investment grade credit ratings. An applicable commitment fee is payable
on the amount of the Revolving Commitments, as defined in the Credit Agreement, based on the Company’s credit ratings. The
current applicable commitment fee for the Revolving Credit Facility equals 0.125% per annum based on the Company’s current
investment grade credit ratings. The Credit Agreement also permits the Company to request that the Tranche 1 Revolving Lenders,
as defined in the Credit Agreement, make Tranche 1 Revolving Loans, as defined in the Credit Agreement, in the form of Bid Rate
Loans as further described in the Credit Agreement, in lieu of making LIBOR loans, Foreign Currency Rate Loans or Base Rate loans,
as defined in the Credit Agreement.
Also consistent with the Prior Credit Agreement, borrowings
under the existing $250.0 million senior unsecured term loan maturing June 30, 2020 currently bear interest at LIBOR, plus 0.90%,
and borrowings under the $250.0 million senior unsecured term loan maturing March 24, 2024 currently bear interest at LIBOR, plus
0.85%, in each case, based on the Company’s current investment grade credit ratings.
As set forth in the copy of the Credit Agreement filed as Exhibit
10.1 hereto, the Credit Agreement contains customary and other affirmative covenants, including financial reporting requirements,
negative covenants, including maintenance of certain financial requirements, and other customary events of default.
The foregoing description of the Credit Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference to a copy of the Credit Agreement filed as Exhibit
10.1 hereto and incorporated herein by reference.