ADC Agree Realty Corporation

Agree Realty Corporation (the “Company”), as parent guarantor, and Agree Limited Partnership, as borrower (the “Borrower”), entered into that certain Third Amended and Restated Revolving Credit Agreement, dated as of December 15, 2021 (the “Credit Agreement”), with PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein, and with certain indirect subsidiaries of the Borrower as guarantors. The Credit Agreement amends and restates that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 5, 2019 (as amended, the “Existing Credit Agreement”), by and among the Company, the Borrower, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

The Credit Agreement amended the terms under the Existing Credit Agreement by: (i) increasing the borrowing capacity to $1.0 billion from $600 million; (ii) increasing the size of the accordion feature, pursuant to which the Borrower may request additional lender commitments to increase the facility size up to $1.75 billion; (iii) reducing the interest rates under the tiered rate structure; and (iv) extending the termination date from January 15, 2024 to January 15, 2026. The maturity date of the Credit Agreement remains subject to extensions exercisable at the option of the Company. Based on the Company’s current credit ratings, borrowings under the Credit Agreement will bear interest at a rate of LIBOR plus 77.5 basis points, which was reduced from LIBOR plus 82.5 basis points under the Existing Credit Agreement.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on the entry into burdensome agreements, the prohibition of the incurrence of indebtedness secured by liens, the ability to make certain payments and the ability to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) financial maintenance covenants, including, but not limited to, a maximum leverage ratio, a minimum fixed charge ratio and a maximum secured indebtedness ratio. The Credit Agreement also contains representations and warranties, affirmative covenants and events of default, including certain cross defaults with the Company’s other indebtedness, customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Credit Agreement.

The foregoing summary is not an exhaustive description of the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1, and such summary is qualified in its entirety by reference to the attached Credit Agreement.

The disclosure required by this Item 2.03 is included in Item 1.01 above and is incorporated herein by reference.