Exhibit
10.1


    Obligor
No. 0184735387

    Amendment
Agreement

     

    Amendment No. 1 to Third Amended and
Restated Line of Credit Agreement,
Amendment No. 1 to Line of Credit Notes
and Amendment No. 1to Guaranty
Obligation No. 1e~&90000,3_

     

    THIS AGREEMENT is made as of
April 25,'2008, by and
between AGREE LIMITED PARTNERSHIP, a Delaware limited partnership ("Borrower"),
and AGREE REALTY CORPORATION, a Maryland corporation ("Guarantor"), and LASALLE BANK MIDWEST NATIONAL
ASSOCIATION, a national
banking association, individually and as Agent for the Lenders (the "Agent") and
FIFTH THIRD BANK, a Michigan banking corporation (together with Agent, the
"Lenders").

     

    RECITALS:

     

    A. Borrower, the Guarantor,
Agent and Lenders entered into a Third Amended and Restated Line of Credit
Agreement, dated November 27,
2006 (as amended from time to time, the "Loan Agreement"), pursuant to
which the Lenders extended to the Borrower a Line of Credit, as evidenced by (i) a Line of Credit Note
executed by Borrower in
favor of Agent dated November 3, 2006, in the principal
amount of $30,000,000.00
(as amended from time to time, the "LaSalle Note") and (ii) a Line of
Credit Note executed by
Borrower in favor of Fifth Third dated November 3, 2006, in the principal
amount of $20,000,000.00 (the "Fifth Third Note"), supported by a Guaranty, executed by the Guarantor, dated
November 3, 2006 (the
"Guaranty"). The foregoing documents and any other documents and instruments
executed in conjunction therewith are herein referred to collectively as the
"Loan Documents".

     

    B. The
Borrower has requested an increase to the Loan described in the Loan Agreement
and modification to certain of the terms and provisions of the Loan Documents
and the Lenders and Guarantor are agreeable thereto, on the terms and conditions
herein provided.

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein contained and of
other good and valuable consideration the receipt and sufficiency whereof are
hereby acknowledged, Borrower, Guarantor and the Lenders hereby agree as
follows:

     

    1. The Borrower hereby warrants
and represents:

     

    The Borrower is a Delaware limited
partnership duly organized and validly existing under the laws of the State of
Michigan. All of the
general partners of the Borrower have approved of the Borrower executing and
delivering this Amendment Agreement and the Borrower has duly authorized and
validly executed and delivered this Amendment Agreement.

    This Amendment Agreement, the Loan
Agreement and the Note (as hereby amended) are valid and enforceable according
to their terms and do not conflict with or violate Borrower's organizational
documents or any agreement or covenants to

    


    Troy_4803892


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    c. The Guaranty is valid and
enforceable in accordance with its terms and the Guarantor presently has no
valid and existing defense to liability thereunder.

     

    2.
Amendment to LaSalle Note. The LaSalle Note is hereby amended in the following
respects only:

     

    The principal sum of the LaSalle Note
is hereby increased from "$30,000,000.00" to "$35,000,000.00." Accordingly,
the reference to "Thirty Million Dollars ($30,000,000.00)" in the
second paragraph on page 1 of the LaSalle Note is replaced with 'Thirty-Five
Million Dollars ($35,000,000.00).

    The
reference to "$50,000,000.00"
in the first paragraph of page 1 of the LaSalle Note is replaced with
"$55,000,000.00"

    


    3. Amendment to Fifth Third
Note. The Fifth Third Note is hereby amended in the following respects
only:

     

    a. The
reference to "$50,000,000.00"
in the first paragraph of page 1 of the Fifth Third Note is replaced with
"$55,000,000.00,'

     

    4. Amendment to Loan Agreement. The
Loan Agreement is hereby amended in the following respects
only:

     

    a. The
definition of "Available Loan Amount" on page 3 of the Loan Agreement is
amended and restated in its entirety as follows:

     

    "Available
Loan Amount" means $55,000,000,
as the same may be subsequently increased pursuant to Section 5.13, but in no event to
exceed the Borrowing Base.

     

    b. The definition of "Maximum
Loan Amount" on page 9
of the Loan Agreement is amended and restated in its entirety as
follows:

     

    "Maximum
Loan Amount" means $55,000,000,
as such amount shall be reduced pursuant to Section 2.10 or increased
pursuant to Section 2.25
or otherwise reduced pursuant to the terms and conditions of this
Agreement

     

    C. Section 6.8 on page 45 of the Loan
Agreement is amended and restated in its entirety as follows:

     

    Section
6.8 No Unsecured
Indebtedness. Neither Borrower nor

    Company
will incur any unsecured Indebtedness, except for



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Indebtedness
that is (i) accounts payable incurred in the ordinary course of business, (ii)
non-recourse debt and (iii) payment obligations under any interest rate
protection agreement (including, without limitation, any interest rate swaps,
caps, floors, collars and similar agreements) and currency swaps and similar
agreements between such Person and Agent, either individually, or on behalf of
itself and other lenders.

     

    5.
Amendment to Guaranty. The Guaranty is hereby amended in the following
respects only:

     

    a. The
reference to the principal amount of the Loan in the second paragraph on page 2
of the Guaranty is increased from "$50,000,000" to "$55,000,000.,,

    


    6. Guarantor acknowledges and
consents to the amendments to the Loan Documents herein provided and agrees that
the Guaranty shall continue and remain in full force and effect with respect to
the Loan Documents as herein amended.

    


    7. Except as amended herein
and in any other amendments executed in conjunction herewith, the Loan Documents
shall remain in full force and effect.

    


    signatures
on following page


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
stated in the first paragraph above.

    


    
      
        	
                Borrower:

              
	
                AGREE
      LIMITED PARTNERSHIP

              
	
                A
      Delaware limited partnership

              
	 
      
	
                By:

              	
                s/s Richard A. Agree

              
	
                Its:

              	
                President

              
	 
      
	
                Guarantor:

              
	
                AGREE
      REALTY CORPORATION

              
	
                A
      Maryland corporation

              
	 
      
	
                By:

              	
                s/s Richard A. Agree

              
	
                Its:

              	
                President

              
	 
      
	
                Agent:

              
	
                LASALLE
      BANK MIDWEST NATIONAL

              
	
                ASSOCIATION,
      a national banking association

              
	 
      
	
                By:

              	
                s/s Kathleen W. Bozek

              
	
                Its:

              	
                Vice
      President

              
	 
      
	 
      
	
                Fifth
      Third:

              
	
                FIFTH
      THIRD BANK

              
	
                a
      Michigan banking association

              
	 
      
	
                By:

              	
                s/s Michael J. Macklem

              
	
                Its:

              	
                Vice
      President