Agree Realty Corp Sample Contracts

Agree Realty Corp – FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS of AGREE REALTY CORPORATION (February 28th, 2019)

Effective February 26, 2019, Agree Realty Corporation amended its Amended and Restated Bylaws, dated as of May 8, 2013, by replacing SECTION 1.01 thereof in its entirety with the following:

Agree Realty Corp – Reimbursement agreement (February 21st, 2019)

This reimbursement AGREEMENT (this “Amendment”) is made effective as of November 18, 2014, by and between RICHARD AGREE (“Agree”) and AGREE REALTY CORPORATION, a Maryland Corporation (hereunder referred to as the “Corporation”).

Agree Realty Corp – TERM LOAN AGREEMENT Dated as of December 27, 2018 among (February 21st, 2019)
Agree Realty Corp – SECOND AMENDMENT TO TERM LOAN AGREEMENT (February 21st, 2019)

This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of November 2, 2018, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), the other Guarantors party hereto, each of the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Agree Realty Corp – first AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (February 21st, 2019)

This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of December 17, 2018, 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”).

Agree Realty Corp – GUARANTY (February 21st, 2019)

THIS GUARANTY (this “Guaranty”) is executed as of December 27, 2018, by AGREE REALTY CORPORATION, a Maryland corporation (the “Parent Guarantor”), and EACH OF THE SUBSIDIARIES OF AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), LISTED ON SCHEDULE 1 ATTACHED HERETO or who become a party hereto pursuant to Section 21 below (each, a “Subsidiary Guarantor” and collectively, “Subsidiary Guarantors”, and together with the Parent Guarantor, each a “Guarantor” and collectively, “Guarantors”) for the benefit of the Credit Parties (defined below).

Agree Realty Corp – Agree Limited Partnership First Supplement to Uncommitted Master Note Facility Dated as of September 26, 2018 (October 22nd, 2018)

This First Supplement to Uncommitted Master Note Facility (the “First Supplement”) is among Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”) and Teachers Insurance and Annuity Association of America, as listed in Schedule A hereto (“TIAA” or the “Purchaser”).

Agree Realty Corp – Agree Limited Partnership First Supplement to Uncommitted Master Note Facility Dated as of September 26, 2018 (October 22nd, 2018)

This First Supplement to Uncommitted Master Note Facility (the “First Supplement”) is among Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), AIG Asset Management (U.S.), LLC (“AIG”) and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

Agree Realty Corp – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Agree Realty Corp – Date: September 4, 2018 (September 7th, 2018)

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Agree Realty Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

Agree Realty Corp – September 7, 2018 (September 7th, 2018)
Agree Realty Corp – REVOLVING NOTE (July 23rd, 2018)

FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to ______________________ or registered assigns (the “Lender”) in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 15, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Agreement), among Agree Realty Corporation, a Maryland corporation (the “Parent”), the Borrower, the Lenders from time to time party thereto, PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and Citibank, N.A. and Wells Fargo Bank, National Association, each as an L/C Issuer.

Agree Realty Corp – Q2 2018 Earnings & Mid - Year Update July 23, 2018 (July 23rd, 2018)
Agree Realty Corp – INCREASE AGREEMENT (July 23rd, 2018)

THIS INCREASE AGREEMENT (this “Agreement”) dated as of July 18, 2018 (the “Agreement”), is executed by each of the existing Revolving Lenders under (and as defined in) the Credit Agreement (as defined below) a signatory hereto (the “Increasing Lenders”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), and AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”).

Agree Realty Corp – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement (this “Agreement”) with [∙] (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and [∙] (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Securities (as defined below) hereunder, “Manager,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Securities (as defined below) hereunder, the “Forward Seller”), as follows:

Agree Realty Corp – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement (this “Agreement”) with [∙] (the “Manager”), as follows:

Agree Realty Corp – To: Agree Realty Corporation From: [DEALER] Re: Issuer Share Forward Sale Transactions Date: May [18], 2018 (May 18th, 2018)

The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] (“Dealer”) and Agree Realty Corporation (“Counterparty”) in accordance with the terms of the Equity Distribution Agreement dated May [18], 2018 among Dealer, [______], Agree Limited Partnership (the “Operating Partnership”) and Counterparty (the “Equity Distribution Agreement”) on the Trade Dates specified herein (collectively, the “Transactions” and, each, a “Transaction”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Agreement specified below) substantially in the form of Exhibit A hereto.

Agree Realty Corp – Date: March 16, 2018 To: Agree Realty Corporation (March 20th, 2018)
Agree Realty Corp – Date: March 13, 2018 To: Agree Realty Corporation (March 19th, 2018)
Agree Realty Corp – UNDERWRITING AGREEMENT (March 19th, 2018)
Agree Realty Corp – THIRD AMENDMENT TO RIGHTS AGREEMENT (December 21st, 2017)

This Third Amendment (the “Amendment”) to Rights Agreement is entered into as of December 20, 2017, by and between Agree Realty Corporation, a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., f/k/a EquiServe Trust Company, N.A., a national banking association, as successor rights agent to BankBoston, N.A., a national banking association (the “Rights Agent”).

Agree Realty Corp – $100,000,000 4.19% Senior Guaranteed Notes due September 20, 2029 Note Purchase Agreement Dated as of August 3, 2017 (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

Agree Realty Corp – Agree Limited Partnership (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), jointly and severally, agree with AIG Asset Management (U.S.), LLC, a Delaware limited liability company (“AIG”) and each AIG Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a “Purchaser” and, collectively, the “Purchasers”) as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Agree Realty Corp – Agree Limited Partnership (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), jointly and severally, agree with Teachers Insurance and Annuity Association of America (“TIAA”) and each TIAA Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a “Purchaser” and, collectively, the “Purchasers”) as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Agree Realty Corp – July 28, 2017 (July 28th, 2017)
Agree Realty Corp – June 16, 2017 (June 19th, 2017)
Agree Realty Corp – UNDERWRITING AGREEMENT (June 19th, 2017)
Agree Realty Corp – Agree Realty Corporation (April 28th, 2017)
Agree Realty Corp – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (April 28th, 2017)

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement (this “Agreement”) with [                  ] (the “Manager”), as follows:

Agree Realty Corp – AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of December 15, 2016 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The other Lenders Party Hereto PNC CAPITAL MARKETS LLC, CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS LLC, CAPITAL ONE, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, REGIONS CAPITAL MARKETS and SUNTRUST ROBINSON HUMPHREY, INC., (February 23rd, 2017)

This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is entered into as of December 15, 2016 by and among AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as an L/C Issuer, with PNC CAPITAL MARKETS LLC, CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS LLC, CAPITAL ONE, NATIONAL BANK, U.S. BANK NATIONAL ASSOCIATION, REGIONS CAPITAL MARKETS and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Book Managers for the Te

Agree Realty Corp – Agree Realty Corporation Agree Limited Partnership 2017 Executive Incentive Plan (February 23rd, 2017)

This 2017 Executive Incentive Plan (the “Plan”) is a cash and equity compensation plan intended to encourage employees of Agree Realty Corporation (the “REIT”), a Maryland corporation, and Agree Limited Partnership (the “Partnership”), a Delaware limited partnership, and their subsidiaries (and, together with the REIT and the Partnership, the “Company”), to further the growth, development and financial success of the Company, to further align the Company and its executive officers’ performance with the interests of the Company’s shareholders, and to enable the Company to attract and retain highly-qualified employees. The Plan is for the benefit of the Participants (as defined below).

Agree Realty Corp – first AMENDMENT AND JOINDER TO TERM LOAN AGREEMENT (February 23rd, 2017)

This FIRST AMENDMENT AND JOINDER TO TERM LOAN AGREEMENT (this “Amendment”) dated as of December 15, 2016, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), the other Guarantors party hereto, each of the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Agree Realty Corp – October 31, 2016 (October 31st, 2016)
Agree Realty Corp – UNDERWRITING AGREEMENT (October 31st, 2016)
Agree Realty Corp – $60,000,000 4.42% Senior Guaranteed Notes due July 28, 2028 Note Purchase Agreement Dated as of July 28, 2016 (October 24th, 2016)

Agree Limited Partnership, a Delaware limited partnership (the “Company”), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows: