THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this Agreement) dated as
of January 22, 2024 by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the Borrower), each of the financial institutions initially a signatory hereto together with their
successors and assignees under Section 13.5 (the Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK, N.A.,
MIZUHO BANK, LTD., TRUIST BANK, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Joint Bookrunners, WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK, N.A., MIZUHO BANK, LTD., TRUIST BANK, BANK OF AMERICA,
N.A., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Joint Lead Arrangers (the Joint Lead Arrangers), JPMORGAN CHASE BANK, N.A., TD BANK, N.A., MIZUHO BANK, LTD., TRUIST BANK, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA
and ROYAL BANK OF CANADA, as Syndication Agents (the Syndication Agents), and THE HUNTINGTON NATIONAL BANK, GOLDMAN SACHS BANK USA and MORGAN STANLEY BANK, N.A., as Managing Agents (the Managing Agents).
WHEREAS, on October 29, 2023, the Borrower entered into an Agreement and Plan of Merger (the Merger Agreement) with
Saints MD Subsidiary, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Borrower (Merger Sub), and Spirit Realty Capital, Inc., a Maryland corporation (Spirit), pursuant to which, upon the
closing of the Merger, Spirit will be merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation;
WHEREAS,
Spirit Realty, L.P., a Delaware limited partnership (Spirit LP), is party to that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified and as in effect immediately prior to the date hereof, the
Existing Loan Agreement), dated as of November 17, 2022, by and among, inter alios, Spirit LP, as borrower, the financial institutions party thereto on the date hereof and immediately prior to giving effect to this
Agreement (the Existing Lenders) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Existing Administrative Agent);
WHEREAS, in connection with, and subject to the consummation of, the Merger, the Borrower desires to assume (the
Assumption) or repay, in whole or in part, the outstanding Term Loan (as defined in the Existing Loan Agreement) (the Existing Term Loan) of Spirit LP (collectively, the Refinancing); and
WHEREAS, the Administrative Agent and the Lenders desire to amend and restate the Existing Loan Agreement to, among other things,
(a) make available to the Borrower a senior unsecured term loan facility in the initial amount of $500,000,000 (the Term Loan Facility), (b) evidence the consent of certain Existing Lenders and the Existing Administrative
Agent to the Assumption, and (c) give effect to the Refinancing, in each case, on the terms and conditions contained herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby amend and restate the Existing Loan Agreement and hereby agree, as follows: