adc_Ex10_2



		

			execution version

		





		
			Exhibit 10.2
		

		
			 
		

		
			FIRST AMENDMENT TO
		

		
			TERM LOAN AGREEMENT
		

		
			 
		

		
			This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of May 6, 2019, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Lenders party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
		

		
			 
		

		
			WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of December 27, 2018 (as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and 
		

		
			 
		

		
			WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement 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 agree as follows:
		

		
			 
		

		
			Section 1.  Specific Amendment to Credit Agreement.  Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement is hereby amended as set forth below:
		

		
			 
		

			
	
			
				 (a)
			

			
	
			
			The definition “EBITDA” set forth in Section 1.01 of the Credit Agreement is amended and restated to read as follows: 




		
			 
		

		
			““EBITDA”  means for the Consolidated Group, without duplication, the sum of (a) Net Income of the Consolidated Group, in each case, excluding (i) any non-recurring or extraordinary gains and losses for such period, (ii) any income or gain and any loss in each case resulting from early extinguishment of indebtedness and (iii) any net income or gain or any loss resulting from a swap or other derivative contract (including by virtue of a termination thereof), plus (b) an amount which, in the determination of net income for such period pursuant to clause (a) above, has been deducted for or in connection with (i) Interest Expense (plus, amortization of deferred financing costs, to the extent included in the determination of Interest Expense per GAAP), (ii) income taxes, and (iii) depreciation and amortization, all determined in accordance with GAAP for the prior four quarters and (iv) adjustments as a result of the straight lining of rents, all as determined in accordance with GAAP, plus (c) the Consolidated Group’s pro rata share of the above attributable to interests in Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from amortization of above and below market rent intangibles pursuant to FASB ASC 805.”
		

		
			 
		

			
	
			
				 (b)
			

			
	
			
			Section 1.03(a) of the Credit Agreement is amended and restated to read as follows: 




		
			 
		

		
			“(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically 


		 


		

			

		


		

			LEGAL02/38906229v2

		


		

			30941121

		







prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded and (ii) shall be calculated without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842; provided, however, that upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such covenant made before and after giving effect to Accounting Standards Codification 842 (or such other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations).”
		

		
			
		

		
			Section 2.  Conditions Precedent.  The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following in form and substance satisfactory to the Administrative Agent:
		

		
			 
		

		
			(a)a counterpart of this Amendment duly executed by the Borrower, the Parent, the Guarantors, the Administrative Agent and each of the Lenders party hereto;
		

		
			 
		

		
			(b)evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the Arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; and
		

		
			 
		

		
			(c)such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request.
		

		
			 
		

		
			Section 3.  Representations.  The Borrower represents and warrants to the Administrative Agent and the Lenders that:
		

		
			 
		

		
			(a)Authorization; No Contravention.  The execution and delivery of the Amendment by each Loan Party and the performance by each Loan Party of this Amendment and the Credit Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of each such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
		

		
			 
		

		
			(b)Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of this Amendment or performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement, as amended by this Amendment.
		

		
			


		 


		

			-  2  -

		


		

			

		


		

			30941121

		








		

		
			 
		

		
			(c)Binding Effect.  This Amendment has been duly executed and delivered by each Loan Party that is a party hereto.  Each of this Amendment and the Credit Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of each Loan Party a party thereto, enforceable against such Loan Party in accordance with its terms.
		

		
			 
		

		
			(d)No Default.  No Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.
		

		
			 
		

		
			Section 4.  Reaffirmation of Representations.  The Borrower hereby repeats and reaffirms all representations and warranties made or deemed made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Loan Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full and such representations and warranties are true and correct in all material respects on and as of the date hereof immediately after giving effect to this Amendment except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date.
		

		
			 
		

		
			Section 5.  Reaffirmation by Guarantors.  Each of the Guarantors hereby reaffirms its continuing obligations to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders under the Guaranty and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of such Guarantor thereunder.  
		

		
			 
		

		
			Section 6.  Certain References.  Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.  This Amendment is a Loan Document.
		

		
			 
		

		
			Section 7.  Costs and Expenses.  The Borrower shall reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
		

		
			 
		

		
			Section 8.  Benefits.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
		

		
			 
		

		
			Section 9.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
		

		
			 
		

		
			Section 10.  Effect; Ratification.  Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect.  The amendment contained herein shall be deemed to have prospective application only.  The Credit Agreement is hereby ratified and confirmed in all respects.  Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Lenders under the Credit Agreement or any other Loan Document.  
		

		
			 
		

		
			Section 11.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
		

		
			 
		

		
			


		 


		

			-  3  -

		


		

			

		


		

			30941121

		








		

		
			Section 12.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
		

		
			 
		

		
			[Signatures on Next Page]
		

		
			 
		

		
			


		 


		

			-  4  -

		


		

			

		


		

			30941121

		








		

			 

		





		

		
			IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.
		

		
			 
		

		
			 
		

		
			AGREE LIMITED PARTNERSHIP,
		

		
			a Delaware limited partnership
		

		
			 
		

		
			By: Agree Realty Corporation,
		

		
			    a Maryland corporation, its sole general partner
		

		
			 
		

		
			 
		

		
			By: _________________________________
		

		
			Name: Joel N. Agree
		

		
			Title:   President and Chief Executive Officer
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			 
		

		
			


		 


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			 
		

		
			AGREE REALTY CORPORATION,
		

		
			a Maryland corporation
		

		
			 
		

		
			By: _________________________________
		

		
			Name: Joel N. Agree
		

		
			Title:   President and Chief Executive Officer
		

		
			SUBSIDIARY GUARANTORS:AGREE 6 LA & MS, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE 1031, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE 117 MISSION, LLC,
		

		
			a Michigan limited liability company
		

		
			AGREE 17-92, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE 2016, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ALCOA TN LLC,
		

		
			a Tennessee limited liability company
		

		
			AGREE ALLENTOWN PA LLC,
		

		
			a Pennsylvania limited liability company
		

		
			AGREE ALTOONA, PA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE AMERICUS GA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ANDERSON SC LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ANN ARBOR MI, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ANN ARBOR STATE STREET, LLC,
		

		
			a Michigan limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			[Signatures Continued on Next Page]
		

		
			
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE ANTIOCH, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE APOPKA FL TP, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE APPLETON WI, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ARCHER CHICAGO IL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ARLINGTON TX LLC,
		

		
			a Texas limited liability company
		

		
			AGREE ATCHISON, LLC,
		

		
			a Kansas limited liability company
		

		
			AGREE BALTIMORE MD, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE BELTON MO LLC,
		

		
			a Delaware limited liability company 
		

		
			AGREE BELVIDERE IL, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE BERWYN IL LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE BLOOMINGTON MN, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE BRENHAM TX, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE BRIGHTON, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE BROOKLYN OH LLC,
		

		
			an Ohio limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE BUFFALO CENTER IA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE BURLINGTON, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CANNON STATION LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CARLINVILLE IL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CEDAR PARK TX, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CENTER POINT BIRMINGHAM AL LLC, an Alabama limited liability company
		

		
			AGREE CHANDLER, LLC,
		

		
			an Arizona limited liability company
		

		
			AGREE CHARLOTTE POPLAR, LLC,
		

		
			a North Carolina limited liability company
		

		
			AGREE CHICAGO KEDZIE, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE COCHRAN GA, LLC,
		

		
			a Georgia limited liability company
		

		
			AGREE COLUMBIA SC, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE COLUMBUS OH, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CONCORD, LLC,
		

		
			a North Carolina limited liability company
		

		
			AGREE CRYSTAL RIVER FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE CW, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE DANIEL MORGAN AVENUE SPARTANBURG SC LLC, a South Carolina limited liability company
		

		
			AGREE DAVENPORT IA, LLC, 
a Delaware limited liability company
		

		
			AGREE DES MOINES IA, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE DONNA TX, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE DORAVILLE GA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE DT JACKSONVILLE NC, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE EAST PALATKA, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE EDMOND OK, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE EGG HARBOR NJ, LLC,
		

		
			a Delaware limited liablity company
		

		
			AGREE EVERGREEN CO, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE FACILITY NO. I, L.L.C.,
		

		
			a Delaware limited liability company
		

		
			AGREE FARMINGTON NM, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE FOREST MS LLC,
		

		
			a Mississippi limited liability company
		

		
			AGREE FOREST VA LLC,
		

		
			a Virginia limited liability company
		

		
			AGREE FORKED RIVER NJ, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE FORT MILL SC, LLC,
		

		
			a South Carolina limited liability company
		

		
			AGREE FORT WORTH TX, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE FUQUAY-VARINA, LLC,
		

		
			a North Carolina limited liability company
		

		
			AGREE GAS CITY IN, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE GRAND CHUTE WI LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE GRAND FORKS, LLC,
		

		
			a North Dakota limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE GRANDVIEW HEIGHTS OH, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE HARLINGEN LLC,
		

		
			a Texas limited liability company
		

		
			AGREE HAZARD KY, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE HOLLY SPRINGS MS, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE HOPKINSVILLE KY, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE IL & VA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE INDIANAPOLIS GLENDALE LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE INDIANAPOLIS IN II, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE JACKSON MS, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE JACKSONVILLE NC, LLC, 
		

		
			a North Carolina limited liability company
		

		
			AGREE JOHNSTOWN, LLC,
		

		
			an Ohio limited liability company
		

		
			AGREE JOHNSTOWN PA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE JOPLIN MO LLC,
		

		
			a Missouri limited liability company
		

		
			AGREE JUNCTION CITY KS LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE K&G JOPLIN MO, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE K&G OK, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE KENTWOOD LA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE KIRKLAND WA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE LAKE IN THE HILLS, LLC,
		

		
			an Illinois limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE LAKE ZURICH IL, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE LEBANON VA, LLC,
		

		
			a Virginia limited liability company
		

		
			AGREE LIGONIER PA LLC,
		

		
			a Pennsylvania limited liability company
		

		
			AGREE LOWELL AR, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE LYONS GA LLC.,
		

		
			a Georgia limited liability company
		

		
			AGREE M-59, LLC,
		

		
			a Michigan limited liability company
		

		
			AGREE MADISONVILLE TX LLC,
		

		
			a Texas limited liability company
		

		
			AGREE MAGNOLIA KNOXVILLE TN LLC,
		

		
			a Tennessee limited liability company
		

		
			AGREE MANASSAS VA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MANCHESTER LLC,
		

		
			a Connecticut limited liability company
		

		
			AGREE MANSFIELD, LLC,
		

		
			a Connecticut limited liability company
		

		
			AGREE MARSHALL MI OUTLOT, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MATTHEWS NC, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MAUMEE OH, LLC,
		

		
			a Delaware limited liability companyh
		

		
			AGREE MCKINNEY TX LLC,
		

		
			a Texas limited liability company
		

		
			AGREE MCW, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MEMPHIS GETWELL, LLC,
		

		
			a Tennessee limited liability company
		

		
			AGREE MERRITT ISLAND FL, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE MIDDLETOWN OH, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MILLSBORO DE, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MINNEAPOLIS CLINTON AVE, LLC,
		

		
			a Minnesota limited liability company 
		

		
			AGREE MINOT ND, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MONROE MI, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE MONTGOMERY AL LLC,
		

		
			an Alabama limited liability company
		

		
			AGREE MORROW GA, LLC,
		

		
			a Georgia limited liability company
		

		
			AGREE MT. DORA FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NAMPA ID, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NASHUA NH, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NEOSHO MO, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NEW LENOX, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE NEW LENOX 2, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE NORTH BRANCH MN, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NORTH LAS VEGAS, LLC,
		

		
			a Nevada limited liability company
		

		
			AGREE NORTH MIAMI BEACH FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE NOVI MI LLC,
		

		
			a Michigan limited liability company
		

		
			AGREE ONAWAY MI, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE ORANGE & MCCOY, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE OXFORD COMMONS AL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PALAFOX PENSACOLA FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PARAMUS NJ, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PENSACOLA LLC,
		

		
			a Florida limited liability company
		

		
			AGREE PENSACOLA NINE MILE LLC,
		

		
			a Florida limited liability company
		

		
			AGREE PINELLAS PARK, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE PLAINFIELD LLC,
		

		
			a Michigan limited liability company
		

		
			AGREE PLYMOUTH MI, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE POINCIANA, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE POOLER GA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PORT ORANGE FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PORT ST. JOHN, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PORTLAND ME, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PORTLAND OR, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE PROVO UT, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RAPID CITY SD, LLC,
		

		
			a South Dakota limited liability company
		

		
			AGREE RICHMOND RI, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			 

		


		

			

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE RICHMOND VA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RIVERSIDE IA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ROCHESTER NY LLC,
		

		
			a New York limited liability company
		

		
			AGREE ROCKFORD IL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT AMITE LA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT ARLINGTON TX, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT GULFPORT MS, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT JACKSON MS, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT PORT RICHEY FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE RT VILLA RICA GA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE SALEM OR LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE SARASOTA FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE SB, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE SOUTHFIELD, LLC,
		

		
			a Michigan limited liability company
		

		
			AGREE SPARTANBURG SC, LLC,
		

		
			a South Carolina limited liability company
		

		
			AGREE SPRINGFIELD IL, LLC,
		

		
			an Illinois limited liability company
		

		
			AGREE SPRINGFIELD MO, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		




AGREE SPRINGFIELD OH LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE ST PETERSBURG, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE ST. JOSEPH MO, LLC,
		

		
			a Missouri limited liability company
		

		
			AGREE STATESVILLE NC, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE STATHAM GA, LLC,
		

		
			a Georgia limited liability company
		

		
			AGREE STORES, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE SUN VALLEY NV LLC,
		

		
			a Nevada limited liability company
		

		
			AGREE SUNNYVALE CA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE TERRE HAUTE IN LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE TK, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE TOPEKA KS LLC,
		

		
			a Delaware limited liability company 
		

		
			AGREE TRI-STATE LEASE, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE VENICE, LLC,
		

		
			a Florida limited liability company
		

		
			AGREE VERO BEACH FL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE W 63RD CHICAGO IL, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE WARRENSVILLE HEIGHTS OH, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE WHEATON IL, LLC,
		

		
			a Delaware limited liability company
		

		
			 
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		





		

		
			AGREE WHITTIER CA, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE WICHITA, LLC,
		

		
			a Kansas limited liability company
		

		
			AGREE WOODLAND PARK NJ, LLC,
		

		
			a Delaware limited liability company
		

		
			AGREE WOODSTOCK IL, LLC,
		

		
			a Delaware limited liability company
		

		
			INDIANAPOLIS STORE NO. 16 L.L.C.,
		

		
			a Delaware limited liability company
		

		
			LUNACORP, LLC,
		

		
			a Delaware limited liability company
		

		
			MT. PLEASANT OUTLOT I, LLC,
		

		
			a Michigan limited liability company
		

		
			MT. PLEASANT SHOPPING CENTER, L.L.C.,
		

		
			a Michigan limited liability company
		

		
			PACHYDERM CHATTANOOGA TN, LLC
		

		
			a Delaware limited liability company
		

		
			PACHYDERM MARIETTA GA, LLC
		

		
			a Delaware limited liability company 
		

		
			PACHYDERM MYRTLE BEACH SC, LLC
		

		
			a Delaware limited liability company
		

		
			PACHYDERM PHILADELPHIA PA, LLC
		

		
			a Delaware limited liability company
		

		
			PACHYDERM PROPERTIES, LLC
		

		
			a Delaware limited liability company
		

		
			PACHYDERM RIVERDALE GA, LLC
		

		
			a Delaware limited liability company
		

		
			PACHYDERM WAITE PARK MN, LLC,
		

		
			a Delaware limited liability company
		

		
			PAINT PA, LLC
		

		
			a Delaware limited liability company
		

		
			PHARM NASHVILLE IN, LLC,
		

		
			a Delaware limited liability company
		

		
			
		

		
			By:Agree Limited Partnership,
		

		
			a Delaware limited partnership
		

		
			Its:   Sole Member
		

		
			By:Agree Realty Corporation,
		

		
			a Maryland corporation
		

		
			Its:Sole General Partner
		

		
			By: ________________
		

		
			      Joel N. Agree
		

		
			Its: President and Chief Executive Officer
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		





		

		
			 
		

		
			 
		

		
			PNC Bank, National Association,  
		

		
			as Administrative Agent and as a Lender
		

		
			 
		

		
			 
		

		
			By: _____________________________________________________________________________________________
		

		
			     Name: _____________________________________________________________________________________
		

		
			     Title:  _______________________________ 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		





		

		
			 
		

		
			 
		

		
			capital one, National Association,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		




regions bank,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			


		 


		

			 

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		


		

			 

		




suntrust bank,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		





		

		
			 
		

		
			 
		

		
			u.s. bank national association,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			 
		

		
			


		 


		

			30941121

		








		

			[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

		





		

		
			 
		

		
			 
		

		
			raymond james bank, n.a.,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signatures Continued on Next Page]
		

		
			 
		

		
			


		 


		

			30941121

		








		

			 

		





		

		
			 
		

		
			 
		

		
			stifel bank & trust,
		

		
			as a Lender
		

		
			 
		

		
			By:___________________________________________________________________________________________
		

		
			     Name:___________________________________________________________________________________
		

		
			     Title:_____________________________________________________________________________________
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		


		 


		

			30941121